Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

Exclusive Dealing. (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

Exclusive Dealing. (a) From Commencing on the date of this Agreement and after the Agreement Date until the Closing or first to occur of (x) the earlier Closing, (y) the termination of this Agreement in accordance with Article 11 pursuant to Section 9.01, or (z) August 15, 2007 (such period, the “Pre-Closing Exclusivity Period”), none of the Seller GuarantorsCompany, or the SellersSellers shall, NewCo and nor shall the Company shall notCompany, and shall or the Sellers permit or cause any of their respective Affiliates and Representatives not toAffiliates, Subsidiaries, officers, managers, directors, employees, investment bankers, consultants, representatives or other agents, to directly or indirectly, (i) sell or otherwise transfer any equity interests in the Company or its Subsidiaries or enter into any agreement to sell or otherwise transfer such an equity interest; (ii) take any action to solicit, initiate, seek, entertain, knowingly facilitate, encourage, knowingly facilitatenegotiate, support accept or induce the makingdiscuss, submission directly or announcement of indirectly, any inquiry, expression of interest, proposal or offer that constitutesto acquire all or any portion of the Company, its Subsidiaries or would reasonably be expected their assets (excluding any sale of assets in the ordinary course of business), whether by merger, sale of stock, sale of assets, recapitalization or otherwise (each, an “Acquisition Proposal”); (iii) engage in discussions or negotiations with any third party with respect to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, ; (iv) enter into any letter of intent agreement or any other Contract contemplating commitment or otherwise relating consummate or agree to any consummate an Acquisition Proposal or Proposal; (v) submit disclose or provide any nonpublic information relating to the Company or its Subsidiaries (including this Agreement) in connection with an Acquisition Proposal; (vi) afford access to the properties, books or records of the Company or its Subsidiaries to any third party that has made any Acquisition Proposal to the vote of any Company ShareholderProposal; or (vii) pursue other acquisitions or divestitures without consulting with Buyer. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates Company and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, its agents to immediately cease and cause to be terminated any all discussions and all existing activitiesnegotiations, discussions or negotiations with any Persons conducted if any, that have taken place prior to or on the date of this Agreement hereof with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller GuarantorDuring the Exclusivity Period, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes promptly provide Buyer with written notice of this Agreement any Acquisition Proposal or indication of interest relating to have breached this Section 6.1a potential Acquisition Proposal received by the Sellers or their respective representatives. Such notice shall include a reasonably detailed description of the proposed Acquisition Proposal.

Exclusive Dealing. On the date hereof, each of the Acquired Companies and each Seller shall, and shall cause its representatives to, immediately cease any existing discussion or negotiation with any Person (aother than Purchaser and its Affiliates) From and after relating to an acquisition of any of the Agreement Date until Acquired Companies or any of their Subsidiaries, equity interests of any of the Closing Acquired Companies or any of their Subsidiaries, assets of any of the earlier termination Acquired Companies or any of this Agreement in accordance with Article 11 their Subsidiaries, or any merger, consolidation, combination, equity exchange, recapitalization, liquidation or dissolution involving any of the Acquired Companies or any of their Subsidiaries (collectively, a “Competing Transaction”). During the “Pre-Closing Period”), the Acquired Companies and each Seller Guarantors, the Sellers, NewCo and the Company shall notshall, and shall cause their respective Affiliates and Representatives not representatives to, refrain from taking, directly or indirectly, any action to (ia) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce encourage the making, submission or announcement of any inquiryproposal or indication of interest from any Person relating to a Competing Transaction, (b) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, a Competing Transaction (or any proposal or indication of interest relating to a Competing Transaction) or (c) authorize, engage in, or enter into any Contract (other than with Purchaser and its Affiliates) with respect to a Competing Transaction. The Acquired Companies and each Seller will notify Purchaser as soon as practicable but in no event later than three (3) Business Days after receipt by any of them or any of their respective representatives of any expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue including any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any request for non-public information with respect toinformation) relating to a possible Competing Transaction that is received from any Person on or after the date hereof, or take any other action regarding, any inquiry, identifying the Person making the expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to and describing the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1material terms thereof.

Exclusive Dealing. (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the The Company shall not, and shall cause their respective Affiliates and Representatives not permit any of its Subsidiaries to, directly and the Company and its Subsidiaries shall not authorize or indirectlypermit any officer, (i) director or employee of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the Company or any of its Subsidiaries to, solicit, initiate, seekencourage (including by way of furnishing information), entertain, knowingly encourage, knowingly facilitate, support endorse or induce the making, submission or announcement of enter into any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information agreement with respect to, or take any other action regardingto facilitate, any inquiry, expression inquiries or the making of interest, any proposal or offer that constitutes, or would may reasonably be expected to lead to, an Acquisition any Takeover Proposal. The Company shall immediately advise FAFCO orally and in writing of any Takeover Proposal or any inquiries or discussions with respect thereto and shall promptly, but in any event within two (iii2) agree toBusiness Days of receipt, acceptfurnish to FAFCO a copy of any such written proposal or a written summary of any such oral proposal. Neither the Board of Directors of the Company nor any committee thereof shall (a) withdraw or modify, approveor propose to withdraw or modify, endorse in a manner adverse to FAFCO the approval or recommend recommendation by the Board of Directors of the Company of the Merger or this Agreement or (b) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iv) enter into any letter of intent Takeover Proposal or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal acquisition of outstanding Company Common Shares other than pursuant to the vote Merger or this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Board of any Directors of the Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause from (i) furnishing information to be terminated any and all existing activities, or entering into discussions or negotiations with any Persons conducted prior to unsolicited Person or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes taking any action described in clauses (a) and (b) of the preceding sentence if and only to the extent that the Seller Guarantors Board of Directors of the Company shall have determined in good faith, that such action is required in the exercise of its fiduciary duties, based upon the written advice of its outside counsel or (ii) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1Exchange Act.

Exclusive Dealing. Seller and the Company shall immediately cease and cause to be terminated any existing discussions by Seller, the Company or any of their Affiliates or Representatives with any Person (aother than Buyer) From and after concerning any proposal relating to any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving Acquired Entities or any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of all or any portion of the Agreement Date until Acquired Business or assets or properties of the Closing Acquired Entities (other than sales of inventory or unusable or obsolete property in the earlier termination Ordinary Course of this Agreement in accordance with Article 11 Business) (the an “Pre-Closing PeriodAcquisition Proposal”). At all times prior to Closing, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Representatives and Affiliates and Representatives not toto not, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support induce or induce facilitate the making, submission or announcement of any inquiry, expression of interest, proposal Acquisition Proposal or offer take any action that constituteswould, or would reasonably be expected to lead to, lead to an Acquisition Proposal, ; (ii) enter into, participate in, maintain provide any information regarding Company or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available Business to any Person any non-public information in connection with respect to, or take any other action regarding, any inquiry, expression in response to an Acquisition Proposal or an inquiry or indication of interest, proposal or offer interest that constituteswould, or would reasonably be expected to lead to, lead to an Acquisition Proposal, ; (iii) agree to, accept, engage in any discussions or negotiations with any Person with respect to an Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Proposal, ; or (ivv) enter into any letter of intent or similar document or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any an Acquisition Proposal. If Without limiting the generality of the foregoing, any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative or Affiliate of any Seller Guarantor, any Seller Company or the CompanySeller, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause not such Representative or Affiliate not is purporting to takeact on behalf of Seller or the Company shall constitute a breach of this Section 5.15 by Seller. At all times prior to Closing, then Seller shall, within 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information regarding the Seller Guarantors Acquired Entities or the Acquired Business) advise Buyer in reasonable detail orally and in writing of the same (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1terms thereof).

Exclusive Dealing. Seller and the Company shall immediately cease and cause to be terminated any existing discussions by Seller, the Company or any of their Affiliates or Representatives with any Person (aother than Buyer) From and after concerning any proposal relating to any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving Acquired Entities or any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of all or any portion of the Agreement Date until Acquired Business or assets or properties of the Closing Acquired Entities (other than sales of inventory or unusable or obsolete property in the earlier termination Ordinary Course of this Agreement in accordance with Article 11 Business) (the an “Pre-Closing PeriodAcquisition Proposal”). At all times prior to Closing, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Representatives and Affiliates and Representatives not toto not, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support induce or induce facilitate the making, submission or announcement of any inquiry, expression of interest, proposal Acquisition Proposal or offer take any action that constituteswould, or would reasonably be expected to lead to, lead to an Acquisition Proposal, ; (ii) enter into, participate in, maintain provide any information regarding Company or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available Business to any Person any non-public information in connection with respect to, or take any other action regarding, any inquiry, expression in response to an Acquisition Proposal or an inquiry or indication of interest, proposal or offer interest that constituteswould, or would reasonably be expected to lead to, lead to an Acquisition Proposal, ; (iii) agree to, accept, engage in any discussions or negotiations with any Person with respect to an Acquisition Proposal; (iv) approve, endorse or recommend any Acquisition Proposal, ; or (ivv) enter into any letter of intent or similar document or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any an Acquisition Proposal. If Without 37 limiting the generality of the foregoing, any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative or Affiliate of any Seller Guarantor, any Seller Company or the CompanySeller, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause not such Representative or Affiliate not is purporting to takeact on behalf of Seller or the Company shall constitute a breach of this Section 5.15 by Seller. At all times prior to Closing, then Seller shall, within 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information regarding the Seller Guarantors Acquired Entities or the Acquired Business) advise Buyer in reasonable detail orally and in writing of the same (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1terms thereof).

Exclusive Dealing. (a) From and after the Agreement Original Effective Date until the earlier of the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, the Seller Guarantors, the Sellers, NewCo Company has not and the Company shall not, and has caused and shall cause the other Group Companies, Parent, Parent GP and its and their respective Affiliates and Representatives not to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourageencourage (including by means of furnishing or disclosing information), knowingly facilitate, support accept, or induce the makingnegotiate, submission directly or announcement of indirectly, any inquiry, expression of interest, proposal or offer that constitutes(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 would that could reasonably be expected to lead to, an a Company Acquisition Proposal, ; (iiiii) enter into, participate in, maintain in or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, with any third party in connection with or deliver or make available to any Person any non-public information with respect related to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree toapprove, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent 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 or 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 there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other Contract contemplating than as expressly contemplated by this Agreement or otherwise relating to any Acquisition Proposal or Ancillary Document; (v) submit any Acquisition Proposal to the vote of consummate any Company ShareholderAcquisition Proposal; or (vi) 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 Seller Guarantors and the Sellers shallCompany agrees to (A) terminate, and shall cause NewCoeach of its parent entities, the Company, their respective Affiliates and each of Subsidiaries, and its and their respective Representatives toto terminate, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person or group of Persons conducted prior to or on the date of this Agreement with respect to any regarding a Company Acquisition Proposal. If , (B) notify Pathfinder promptly upon receipt of any Representative Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the material terms and conditions of any Seller Guarantorsuch 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 Pathfinder reasonably informed on a current basis of any Seller modifications to such offer or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1information.

Exclusive Dealing. (a) From and after During the period from the date of this Agreement Date until the earlier of the Closing Date or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, the neither Seller Guarantors, the Sellers, NewCo and nor the Company shall nottake, and nor shall cause either authorize or permit any of their respective Affiliates and Representatives not Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents (collectively, the “Company Representatives”) to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain in or continue any communications (except solely to provide written notice as to the existence of these provisions) discussions or engage in negotiations regarding, or deliver or make available to with any Person any (whether such negotiations are initiated by the Company, an Affiliate, a third party, a Company Representative or otherwise), other than Buyer or its Affiliates, relating to an Acquisition Transaction; (ii) provide non-public information or documentation with respect toto any Group Company to any Person, other than Buyer or its Affiliates or its or their representatives, relating to an Acquisition Transaction; (iii) encourage the submission of or take any other action regarding, to facilitate any inquiry, expression inquiries or the making of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse Transaction or recommend any Acquisition Proposal, (iv) enter into any agreement, letter of intent intent, agreement in principal, or any definitive agreement with any Person, other Contract contemplating than Buyer or otherwise relating to any its Affiliates effecting an Acquisition Proposal or (v) submit any Acquisition Proposal Transaction. The Company shall immediately cease all discussions, negotiations and other activities described in the immediately preceding sentence to the vote of any Company Shareholderextent they are occurring or have occurred on or prior to the date hereof. The Seller Guarantors and the Sellers shallterm “Acquisition Transaction” means any proposal, and shall cause NewCotransaction or offer by a Person (other than Buyer): (a) for any merger, consolidation, share exchange, business combination, joint venture, liquidation, dissolution, recapitalization, reorganization or other similar transaction directly or indirectly involving the Company, their respective Affiliates and each its Subsidiaries or its equityholders pursuant to which the equityholders of their respective Representatives the Company or any Group Company immediately preceding such transaction hold less than eighty-five percent (85%) of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof; (b) for any initial public offering or private placement of securities of the Company; (c) a merger or consolidation with a special purpose acquisition company or its subsidiary; (d) for the acquisition or exchange of any material assets of the Group Companies (other than any such transactions in the ordinary course of the Company’s business, but which in any event do not exceed 10% of the Group Companies’ consolidated assets or revenues, individually or in the aggregate); or (e) for any transaction similar to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantorhaving a similar effect as, any Seller of the transactions described in the foregoing clauses (a), (b), (c) or (d); and in any of the Companypreceding clauses, whether in his or her capacity as such one transaction or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes a series of this Agreement to have breached this Section 6.1transactions.

Exclusive Dealing. (a) From and after During the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Interim Period”), the Seller Guarantors, Company and each of the Sellers, NewCo and the Company Sellers shall notnot take, and shall cause not authorize, encourage, permit or instruct any of their respective Affiliates and Representatives not toor any Representatives of the Company to take, directly or indirectly, any action to: (ia) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support initiate or induce encourage the making, submission or announcement of any inquiry, expression indication of interest, inquiry, proposal or offer that constitutes, from any Person (other than Purchaser or would reasonably be expected its Representatives) relating to lead to, an Acquisition ProposalTransaction; (b) encourage, (ii) enter intoinitiate, participate inin or engage in any discussions, maintain negotiations or continue any other communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, regarding an Acquisition ProposalTransaction; (c) execute, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into or become bound by any letter of intent or any other Contract contemplating with any Person (other than Purchaser or otherwise 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 Proposal Transaction; or (ve) submit accept any 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 Proposal to the vote of any Company ShareholderTransaction. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates Company and each of the Sellers shall instruct their respective Representatives and the Representatives of the Company to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or conversations, negotiations and other communications with any Persons Person (other than Purchaser and its Representatives) conducted prior to or on the date of this Agreement heretofore with respect to any Acquisition ProposalTransaction. If Within two (2) Business Days following the date hereof, the Sellers and the Company shall instruct any Representative such Person to return or Affiliate destroy all nonpublic information provided to such Person in connection with such Person’s consideration of any Seller GuarantorAcquisition Proposal in accordance with the confidentiality agreements entered into between the Company and any such Person. The Sellers and the Company shall promptly (but in any event within twenty-four (24) hours of receipt thereof) notify Purchaser orally and in writing of any indication of interest, inquiry, proposal, offer or request for information relating to an Acquisition Transaction that is received by the Company, any Seller or the CompanySellers’ Representative during the Interim Period, whether in his which notice shall include: (i) the identity of the Person making or her capacity as submitting such indication of interest, inquiry, proposal, offer or in any other capacityrequest, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for terms and conditions thereof; and (ii) an accurate and complete copy of all purposes written materials provided in connection with such indication of this Agreement to have breached this Section 6.1interest, inquiry, proposal, offer or request.

Exclusive Dealing. (a) From and after Each party hereto agrees that during the Agreement Date until period from the date hereof through the Closing or the earlier termination of this Agreement in accordance with Article 11 (9, none of the “Pre-Closing Period”), the Seller Guarantors, Company or its Subsidiaries or the Sellers, NewCo ’ Representative or the Sellers that execute and deliver to the Company shall notBuyer Indemnification Agreements on the date hereof and their respective controlled Affiliates shall, and each of the foregoing Persons shall use reasonable efforts to cause their respective Affiliates and Representatives officers, directors, managers, employees, agents, consultants, advisors or other representatives not to, directly or indirectly, (ia) solicit, initiate, seekinduce, entertain, knowingly encourage, knowingly facilitate, support or induce facilitate the making, submission or announcement of any inquiryproposals, expression of interest, proposal offers or offer that constitutesinquiries from any Person with respect to, or enter into negotiations or any agreement relating to an Acquisition Transaction (an “Acquisition Proposal”) or take any action that would reasonably be expected to lead to, to an Acquisition Proposal, with any Person, in any case other than Buyer or any of its Affiliates, (iib) enter into, participate in, maintain or continue furnish any communications (except solely to provide written notice as to information regarding the existence of these provisions) or negotiations regarding, or deliver or make available Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest in a merger, consolidation or other business combination involving any non-public information with respect toOwnership Interest in, or take any other action regardinga material portion of the assets of, any inquiryof the Acquired Companies, expression of interestother than in connection with the transactions contemplated by this Agreement, proposal or offer that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, (iiic) agree toengage in any discussions or negotiations with any Person with respect to an Acquisition Transaction or Acquisition Proposal, accept, (d) approve, endorse or recommend any Acquisition Proposal, or (ive) enter into any commitment, understanding, term sheet, letter of intent or similar document or any other Contract contemplating or otherwise relating to any Acquisition Proposal Transaction. Without limiting the generality of the foregoing, any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by (i) any of the Acquired Companies, (ii) the Sellers’ Representative or (viii) submit any Acquisition Proposal of the Sellers that execute and deliver to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following Buyer Indemnification Agreements on the date hereof and during any of their respective controlled Affiliates shall be deemed to constitute a breach of this Section 7.05 by the Pre-Closing PeriodCompany. Promptly following the execution and delivery of this Agreement, the Company shall cause the other Acquired Companies and its and their Affiliates and their respective directors, managers, officers, employees, agents, consultants, advisors and other representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to Person (other than Buyer or on the date any of this Agreement with respect its Affiliates) that relate to any Acquisition Proposal or potential Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

Exclusive Dealing. (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From and after the date of this Agreement Date until the earlier of the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, the Seller Guarantors, the Sellers, NewCo and the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Affiliates Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourageencourage (including by means of furnishing or disclosing information), knowingly facilitate, support discuss or induce the makingnegotiate, submission directly or announcement of indirectly, any inquiry, expression of interest, proposal or offer (written or oral) that constitutes, or would may reasonably be expected to lead to, an a Company Acquisition Proposal, ; (ii) enter into, participate in, maintain furnish or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person disclose any non-public information with respect toto any Person in connection with, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an a Company Acquisition Proposal, ; (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of intent any Equity Securities of any Group Company or Merger Sub (or any other Contract contemplating Affiliate or otherwise relating to successor of any Acquisition Proposal Group Company or Merger Sub); (v) submit waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal Proposal, including without limitation any “standstill” or similar provisions thereunder, or (vi) 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 vote foregoing. The Company agrees to (A) notify SPAC promptly upon receipt of any Company Shareholder. The Seller Guarantors and the Sellers shallAcquisition Proposal by any Group Company or Merger Sub, and shall cause NewCo, to describe the Company, their respective Affiliates material terms and each conditions of their respective Representatives to, promptly following any such Company Acquisition Proposal in reasonable detail (including the date hereof and during identity of the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any making such Company Acquisition Proposal. If any Representative or Affiliate ) and (B) keep SPAC reasonably informed on a current basis of any Seller Guarantor, any Seller modifications to such offer or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1information.

Exclusive Dealing. (a) From and after the date of this Agreement Date until the earlier to occur of the Closing or Date and the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)pursuant to Section 8.01, the each of Seller Guarantors, the Sellers, NewCo Guarantor and the Company Seller shall not, and shall cause each Transferred Subsidiary and their respective Affiliates other affiliates and their respective Representatives not to, directly or indirectlyinitiate, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support facilitate or induce the making, submission engage in any discussions or announcement of any inquiry, expression of interest, proposal or offer that constitutesnegotiations with, or would reasonably be expected to lead knowingly provide any information to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to(other than Purchaser, or take any other action regardingits affiliates, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives or as otherwise provided for in this Agreement or any Ancillary Agreement) concerning, or with a view to facilitate or consummate, any purchase or sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposal of any Transferred Quotas or any material assets of any Transferred Subsidiary or any merger, consolidation, amalgamation or any similar transactions involving any Transferred Subsidiary or any material assets of any Transferred Subsidiary (in each case, other than the sale of products or services in the ordinary course of business consistent with past practice) (each such transaction, an “Acquisition Transaction”). Seller shall (and shall cause its affiliates (including the Transferred Subsidiaries) and their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately ) cease and cause to be terminated any and all existing activitiesdiscussions, discussions communications or negotiations with any Persons Person (other than Purchaser, its affiliates and their respective Representatives) conducted prior to or on the date of this Agreement heretofore with respect to any Acquisition ProposalTransaction. If any Within five (5) Business Days following the date hereof, Seller shall, or shall cause a Representative or Affiliate of any Seller Guarantor, any Seller or the CompanyTransferred Subsidiaries to, whether instruct any Person that received nonpublic information regarding the Business or any Transferred Subsidiary in his connection with such Person’s consideration of any Acquisition Transaction within the last twelve (12) months to return or her capacity destroy all such information in accordance with the confidentiality agreement entered into between Seller (or one of its affiliates) and any such Person. Subject to any confidentiality agreements between Seller (or one of its affiliates) and any third parties existing as such or of the date of this Agreement, Seller shall promptly (but in any other capacityevent within forty-eight (48) hours of receipt thereof) notify Purchaser orally and in writing of any indication of interest, takes any action inquiry, proposal, offer or request for information relating to an Acquisition Transaction that is received by Seller or its affiliates (including the Seller Guarantors or Transferred Subsidiaries) on and after the Sellers are obligated pursuant date hereof and prior to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors earlier of the Closing and the Sellers shall be deemed for all purposes termination of this Agreement to have breached this Section 6.1Agreement, which notice shall include the identity of the Person making or submitting such indication of interest, inquiry, proposal, offer or request.

Exclusive Dealing. (a) From and after the Agreement Date until the Closing or the earlier termination date of this Agreement in accordance with until the earlier of the Closing Date or the date this Agreement is terminated pursuant to Article 11 (X hereof, neither the “Pre-Closing Period”)Selling Parties or Principal Stockholders, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause nor any of their respective Affiliates and Representatives not to, will directly or indirectly, : (i) solicit, encourage, initiate, seekreview, entertainaccept, knowingly encouragesupport, knowingly facilitateapprove or participate in any negotiations or discussions with respect to any offer or proposal (formal or informal, support oral, written or induce the making, submission otherwise) to acquire all or announcement any part of any inquirySelling Party, expression whether by purchase of interestassets, proposal exclusive license, joint venture formation, strategic partnership or offer that constitutesother alliance formation, purchase of stock, merger or would reasonably be expected to lead toother business combination or amalgamation or otherwise (each of the foregoing, an “Acquisition Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Selling Parties and which the Selling Parties believe could be used for the purposes of formulating any Acquisition Proposal, (iiiii) enter intoassist, cooperate with, facilitate or encourage any Person to make, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available to with any Person any non-public information with respect to, or take any other action regardingto facilitate any inquiries or the making of, any inquiry, expression of interest, proposal that constitutes or offer that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any letter of intent or any other Contract contemplating or otherwise relating to transaction involving any Acquisition Proposal or (v) submit authorize or permit any Acquisition Proposal of the Selling Parties’ Representatives to take any such action. Upon the vote execution of any Company Shareholder. The Seller Guarantors this Agreement, the Selling Parties and the Sellers shallPrincipal Stockholders shall cease, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Periodto cease, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by the Selling Parties or on its Representatives be returned. From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated pursuant to Article X hereof, the Selling Parties shall notify Purchaser as promptly as practicable (and in any event within one (1) Business Day) of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect to thereto, regarding any Acquisition Proposal. If any Representative Proposal or Affiliate of any Seller Guarantorrequest for information in connection with a potential Acquisition Proposal, such notice to include the identity of the Person proposing such Acquisition Proposal and the terms thereof (including furnishing a copy of any Seller or written proposal), and shall keep Purchaser apprised, on a current basis, of the Companystatus of any such Acquisition Proposal and of any modifications to the terms thereof. The Selling Parties shall instruct each of their Representatives to observe the terms of this Section 6.8. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.8 by any Representative, whether in his or her capacity as not such Person is purporting to act on behalf of the Selling Parties or in any other capacityotherwise, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes to be a breach of this Agreement to have breached this Section 6.16.8 by the Selling Parties.

Exclusive Dealing. (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)The Parent, the Seller Guarantorsand each of their respective officers, the Sellers, NewCo directors and the Company shall notemployees shall, and shall cause instruct their respective Affiliates representatives, consultants, investment bankers, attorneys, accountants, agents and Representatives not advisors (collectively "Agents") to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any purchase of the Transferred Shares or any Acquisition Proposal (as defined below). Neither the Parent nor the Seller shall directly or indirectly, take (and neither the Parent nor the Seller shall authorize or permit its Agents to so take) any action to (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly solicit or initiate the making of any offer to purchase the Transferred Shares or any Acquisition Proposal, (ii) enter into any agreement with respect to any offer to purchase the Transferred Shares or any Acquisition Proposal, or (iii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than the Purchaser) in connection with, or take any other action to facilitate knowingly, or that such Person reasonably should have known would facilitate, support any inquiries or induce the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, or would may reasonably be expected to lead to, an any offer to purchase the Transferred Shares or any Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, . "Acquisition Proposal" shall mean any inquiry, expression of interest, proposal or offer from any Person (other than the Purchaser) relating to any direct or indirect acquisition or purchase of all or any of the Class AL Shares, of a substantial amount of assets of the Corporation or any of its subsidiaries or of more than 10% of any class of equity securities of the Corporation or any of its subsidiaries, any tender offer or exchange offer that constitutesif consummated would result in any person beneficially owning more than 10% of any other class of equity securities of the Corporation or any of its subsidiaries, any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Corporation or any of its subsidiaries, other than the transactions contemplated hereby, or would any other transaction involving the Corporation or any of its securities or assets the consummation of which could reasonably be expected to lead toimpede, an Acquisition Proposalinterfere with, (iii) agree to, accept, approve, endorse prevent or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to materially delay the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCoTender Offer, the Company, their respective Affiliates and each acquisition of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated Transferred Shares pursuant to this Section 6.1 Agreement or the acquisition of the Class AC Shares pursuant to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1Class AC Stock Purchase Agreement.

Exclusive Dealing. (a) From and after the date of this Agreement Date until the earlier of the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, TopCo, the Seller Guarantors, the Sellers, NewCo Merger Subs and the Company shall not, and each of them shall cause their respective Affiliates and Representatives not to, directly or indirectly, indirectly (i) solicit, initiate, seekencourage (including by means of furnishing or disclosing information), entertain, knowingly encourage, knowingly facilitate, support discuss or induce the makingnegotiate, submission directly or announcement of indirectly, any inquiry, expression of interest, proposal or offer that constitutes(written or oral) to (A) acquire, in one transaction or a series of transactions, all or a substantial portion of any of the assets of any Group Company, TopCo or either Merger Sub, at least 5% of the Equity Securities of any Group Company, TopCo or either Merger Sub or the businesses of any Group Company, TopCo or either Merger Sub (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) or (B) make an equity or similar investment in any Group Company, TopCo, either Merger Sub or their respective Affiliates (clause (A) or (B), an “Acquisition Proposal”, provided that, for the avoidance of doubt, neither this Agreement nor any of the Ancillary Documents or any of the transactions contemplated hereby or thereby shall constitute an “Acquisition Proposal” for the purposes of this Section 6.6(a) or otherwise); (ii) furnish or disclose any non-public information to any Person in connection with, or would that could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter Contract regarding an Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of intent any Equity Securities of any Group Company, TopCo or either Merger Sub (or any other Contract contemplating successor to or otherwise relating to parent company of any Acquisition Proposal Group Company); or (v) submit otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing or seek to circumvent this Section 6.6 or further an Acquisition Proposal. The Company, TopCo and each Merger Sub agrees to (x) notify ARYA promptly upon receipt of any Acquisition Proposal by TopCo, any Merger Sub or any Group Company, and to describe the vote terms and conditions of any Company Shareholder. The Seller Guarantors and such Acquisition Proposal in reasonable detail (including the Sellers shallidentity of the Persons making such Acquisition Proposal), and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or (y) keep ARYA fully informed on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate a current basis of any Seller Guarantor, any Seller modifications to such offer or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1information.

Exclusive Dealing. (a) From and after During the period from the date of this Agreement Date until through the Closing earlier of the Effective Time or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause not authorize, direct or permit any Seller or any of their respective Affiliates and Representatives not Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents or representatives (“Company Representatives”), to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support initiate or induce encourage the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Alternative Proposal, ; (ii) enter into, participate in, maintain in or continue any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information with respect to, or take any other action regarding, to knowingly facilitate any inquiry, expression inquiries or the making of interest, any proposal or offer that constitutes, or would may reasonably be expected to lead to, an Acquisition any Alternative Proposal, ; or (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any agreement, letter of intent intent, agreement in principal, merger agreement, share or any asset acquisition agreement, exchange agreement, option agreement or similar agreement with respect to an Alternative Proposal, or consummate the transactions contemplated by an Alternative Proposal. The Company shall immediately cease all discussions, negotiations and other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal activities described in the immediately preceding sentence to the vote of extent they are occurring or have occurred on or prior to the date hereof. Any violation by any Company ShareholderRepresentative of the restrictions listed in this Section 7.5 shall be deemed a breach by the Company of this Section 7.5. The Seller Guarantors term “Alternative Proposal” means any proposal, transaction or offer by a Person (other than Parent and the Sellers shallMerger Sub): (a) for any merger, and shall cause NewCoconsolidation, share exchange, business combination, joint venture, liquidation, dissolution, recapitalization, reorganization or other similar transaction directly or indirectly involving the Company, their respective Affiliates and each its subsidiaries or its equity holders pursuant to which the equity holders of their respective Representatives the Company immediately preceding such transaction hold less than 85% of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof; (b) for any initial public offering or private placement of securities of the Company (or any roadshows therefor or the filing, confidential submission or distribution of a registration statement, prospectus or other offering document therefor), or for the acquisition, issuance, sale or exchange (including without limitation by tender or exchange offer) of equity interests or securities (x) of or from the Company or its equity holders representing in excess of 5% of the voting power of the then outstanding shares of Capital Stock or (y) of the Company’s subsidiaries; (c) for the acquisition or exchange of any material assets of the Company or its Subsidiaries (other than any such transactions in the ordinary course of the Company’s business consistent with past practice, but which in any event do not exceed 10% of the Company’s consolidated assets or revenues, individually or in the aggregate); (d) for the sale, lease, exchange, exclusive license, mortgage, pledge or transfer (including through any arrangement having substantially the same economic effect as a sale of assets) of any material assets of the Company or its subsidiaries (other than any such transactions in the ordinary course of the Company’s business consistent with past practice, but which in any event do not exceed 10% of the Company’s consolidated assets or revenues, individually or in the aggregate); or (e) for any transaction similar to, or having a similar effect as, any of the transactions described in the foregoing clauses (a), (b), (c) or (d); and in any of the preceding clauses, in one transaction or in a series of transactions. The Company shall notify Parent promptly following the date hereof and during the Pre-Closing Periodin writing if any proposal, immediately cease and cause to be terminated offer, inquiry or other contact with or by any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement Person with respect to any Acquisition an Alternative Proposal, is made. If any Representative Any such notice to Parent shall indicate in reasonable detail the conditions of such proposal, offer, inquiry or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1contact.

Exclusive Dealing. (a) From and after During the period from the date of this Agreement Date until through the Closing or the earlier termination of this Agreement in accordance with Article 11 (pursuant to Section 9.01, each of the “Pre-Closing Period”), Company and the Seller Guarantors, the Sellers, NewCo and the Company shall not, and each of the Company and the Seller shall cause their its respective Affiliates Subsidiaries, officers, directors, managers, employees, Affiliates, advisors (including investment bankers) and Representatives other authorized agents and representatives not to, directly or indirectly, indirectly (ia) take any action to solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitateinduce, support initiate or induce facilitate the making, submission or announcement of any inquiry, expression of interest, offer or proposal relating to an Acquisition Transaction (an “Acquisition Proposal”) or offer take any other action that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, (iib) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) engage in discussions or negotiations regardingwith, or deliver or make available to provide any information to, any Person (other than the Purchaser and the Purchaser’s Representatives) concerning any non-public information with respect to, Acquisition Transaction or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iiic) agree to, accept, approve, endorse or endorse, recommend any Acquisition Proposal, (ivd) enter into any commitment, understanding, term sheet, letter of intent or similar document or any other Contract contemplating or otherwise relating to an Acquisition Proposal, or (e) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person (other than the Purchaser and its Affiliates) to do or seek to do any of the foregoing. Without limiting the generality of the foregoing, the Company and the Seller each acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any of its Subsidiaries or any of its or their respective Affiliates (whether or not such Subsidiary or Affiliate is purporting to act on its behalf) or any of its or their respective representatives (acting on the behalf of the Company or the Seller) shall be deemed to constitute a breach of this Section 7.05 by the Company or the Seller, as applicable. The Company and the Seller shall promptly (and in no event later than twenty-four (24) hours after receipt of any Acquisition Proposal Proposal, any inquiry or (vindication of interest that could lead to an Acquisition Proposal) submit advise Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the material terms thereof in each case, to the vote extent that the provision of such information to Purchaser does not breach any confidentiality obligations that the Seller or the Company Shareholderhave to such third party pursuant to an agreement entered into with such third party prior to the date hereof, but, for the avoidance of doubt, the Company and Seller shall disclose to Purchaser that such Acquisition Proposal, inquiry or indication of interest has been received) that is made or submitted by any Person prior to the Closing and any modification or proposed modification thereto. The Seller Guarantors Promptly following the execution and delivery of this Agreement, the Company and the Sellers Seller shall, and shall each cause NewCo, the Company, its Subsidiaries and its and their respective Affiliates and each of their respective Representatives representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect Person (other than Purchaser and its Affiliates and representatives) that relate to any Acquisition Proposal or potential Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

Exclusive Dealing. (a) The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From and after the date of this Agreement Date until the earlier of the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Affiliates Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourageencourage (including by means of furnishing or disclosing information), knowingly facilitate, support discuss or induce the makingnegotiate, submission directly or announcement of indirectly, any inquiry, expression of interest, proposal or offer that constitutes(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 would that could reasonably be expected to lead to, an 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 any Group Company (or any Affiliate or successor of any Group Company); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder; or (iivi) enter intootherwise cooperate in any way with, or assist or participate in, maintain or continue knowingly facilitate or encourage any communications (except solely to provide written notice as to the existence of these provisions) effort or negotiations regarding, or deliver or make available to attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (A) notify SPAC 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 SPAC reasonably informed on a current basis of any modifications to such offer or information. The Company shall also provide SPAC with written confirmation that the Company has advised, in writing, the Person making such Company Acquisition Proposal that the Company and its Representatives are contractually prohibited from furnishing any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating regarding the Company to any Person in connection with or in response to a Company Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, from engaging in discussions or negotiations with any Persons conducted prior to or on the date of this Agreement Person with respect to any Company Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

Exclusive Dealing. (a) From and after the date of this Agreement Date until the earlier of the Closing or the earlier termination of this Agreement in accordance with Article 11 (its terms, neither Newco nor the “Pre-Closing Period”)Company shall, the Seller Guarantors, the Sellers, NewCo and each of Newco and the Company shall notcause the other Group Companies, its controlled Affiliates and shall cause its and their respective Affiliates and Representatives not to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourageencourage (including by means of furnishing or disclosing information), knowingly facilitate, support directly or induce the makingindirectly, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes(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 would that could reasonably be expected to lead to, an a Company Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (iii) agree to, accept, approve, endorse discuss or recommend negotiate with any Person a Company Acquisition ProposalProposal (other than to inform such Person of the restrictions set forth in this Section 5.6), (iv) enter into any letter of intent Contract or any other Contract contemplating arrangement or otherwise relating to any understanding regarding a Company Acquisition Proposal or Proposal; (v) submit take meaningful steps in preparation for, or conduct, a public offering of any Equity Securities of any Group Company (or any Affiliate or successor of any Group Company); or (vi) otherwise cooperate in any way with, or knowingly 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 FEAC promptly upon receipt of any such inquiry, proposal, offer or Company Acquisition Proposal by any Group Company, and to provide copies of material documents, correspondence or other material received in respect of, from or on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a description of the material terms and conditions of any such inquiry, proposal, offer or Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such inquiry, proposal, offer or Company Acquisition Proposal) and (B) keep FEAC reasonably informed on a current basis of any modifications to such inquiry, proposal, offer or Company Acquisition Proposal and shall provide to FEAC copies of all material correspondence if in writing or electronic form and if not in writing or electronic form, a description of the material terms of such correspondence or communication to the vote Company by or on behalf of any Person making such inquiry, proposal, offer or Company ShareholderAcquisition Proposal. The Seller Guarantors and Notwithstanding anything to the Sellers shallcontrary in this Section 5.6(a), and this Agreement shall cause NewConot prevent the Company or its board of directors from, prior to obtaining the CompanyCompany Required Approval in respect of the Company Arrangement Resolution, their respective Affiliates and each disclosing to Company Shareholders the receipt, existence or terms of their respective Representatives to, promptly following a bona fide Company Acquisition Proposal received after the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date that did not result from a material breach of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.15.6(a).

Exclusive Dealing. (a) From and after During the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause not authorize or permit any of its Subsidiaries or any of their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support facilitate or knowingly induce the makingmaking of, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or Proposal, (v) submit any Acquisition Proposal to the vote of any Company ShareholderStockholders or (vi) enter into any other transaction or series of transactions not in the Ordinary Course of Business consistent with past practice, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger. The Seller Guarantors and the Sellers Company shall, and shall cause NewCo, the Company, their respective Affiliates its Subsidiaries and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement hereof with respect to any Acquisition Proposal and (B) immediately terminate access of any Person (other than the Parent, the Merger Sub and their Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than the Parent, the Merger Sub and their Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the CompanyRepresentative, whether in his his, her or her its capacity as such or in any other capacity, takes any action that the Seller Guarantors Company or the Sellers are a Company Stockholder is obligated pursuant to this Section 6.1 5.04 not to cause authorize or permit such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.5.04. (b) The Company shall promptly (but in any event, within twenty-four (24) hours) notify the Parent in writing after receipt by it (or, after it gains knowledge of such receipt by any of its Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than the Parent, the Merger Sub and their Representatives that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. 33

Exclusive Dealing. (a) From and after the date of this Agreement Date until the earlier of the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)its terms, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause the other Group Companies, Parent, Parent GP and its and their respective Affiliates and Representatives not to, directly or indirectly, : (i) solicit, initiate, seek, entertain, knowingly encourageencourage (including by means of furnishing or disclosing information), knowingly facilitate, support accept, or induce the makingnegotiate, submission directly or announcement of indirectly, any inquiry, expression of interest, proposal or offer that constitutes(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 would that could reasonably be expected to lead to, an a Company Acquisition Proposal, ; (iiiii) enter into, participate in, maintain in or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, with any third party in connection with or deliver or make available to any Person any non-public information with respect related to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree toapprove, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent 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 or 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 there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other Contract contemplating than as expressly contemplated by this Agreement or otherwise relating to any Acquisition Proposal or Ancillary Document; (v) submit any Acquisition Proposal to the vote of consummate any Company ShareholderAcquisition Proposal; or (vi) 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 Seller Guarantors and the Sellers shallCompany agrees to (A) terminate, and shall cause NewCoeach of its parent entities, the Company, their respective Affiliates and each of Subsidiaries, and its and their respective Representatives toto terminate, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person or group of Persons conducted prior to or on the date of this Agreement with respect to any regarding a Company Acquisition Proposal. If , (B) notify Pathfinder promptly upon receipt of any Representative Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the material terms and conditions of any Seller Guarantorsuch 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 Pathfinder reasonably informed on a current basis of any Seller modifications to such offer or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1information.

Exclusive Dealing. (a) From and after Prior to the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”)Agreement, the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not permit any of its Subsidiaries to, directly and the Company and its Subsidiaries shall not authorize or indirectlypermit any officer, (i) director or employee of, or any financial advisor, attorney, accountant or other advisor or representative retained by, the Company or any of its Subsidiaries to, solicit, initiate, seekknowingly encourage or facilitate the submission of proposals or offers relating to a Takeover Proposal or endorse or enter into any agreement with respect to, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement any Takeover Proposal. The Company shall promptly advise FACO orally and in writing of any inquiryTakeover Proposal or any inquiries or discussions with respect thereto and shall promptly, expression but in any event within two Business Days of interestreceipt, furnish to FACO a copy of any such written proposal or offer that constitutesa written summary of the material terms of any such oral proposal. Neither the Board of Directors of the Company nor any committee thereof shall (a) withdraw or modify, or would reasonably be expected propose to lead towithdraw or modify, in a manner adverse to FACO the approval or recommendation by the Board of Directors of the Company of the Mergers or this Agreement or (b) approve or recommend, or propose to approve or recommend, any Takeover Proposal or any other acquisition of outstanding Company Common Stock other than pursuant to the Mergers or this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Board of Directors of the Company from (i) furnishing information pursuant to appropriate terms of confidentiality concerning the Company and its business, properties or assets to a Person who has indicated, without any solicitation by the Company or any Subsidiary or representative thereof after the date of this Agreement, an Acquisition interest in making a Takeover Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) engaging in discussions or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposalsuch unsolicited Person, (iii) agree tofollowing receipt of a Takeover Proposal from an unsolicited Person, accept, approve, endorse taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or recommend any Acquisition Proposalotherwise making disclosure to its shareholders, (iv) enter into any letter following receipt of intent a Takeover Proposal from an unsolicited Person, failing to make or any other Contract contemplating withdrawing or otherwise relating modifying its recommendation and/or declaration of advisability of the Mergers and/or adoption of this Agreement, and to any Acquisition Proposal the extent it does so, the Company may refrain from calling, providing notice of and/or holding the Company Shareholders Meeting to adopt this Agreement and from soliciting proxies or consents to secure the vote of its shareholders to adopt this Agreement, (v) submit waiving the provisions of any Acquisition Proposal confidentiality and/or standstill agreement to which the Company is a party, (vi) taking any action required to be taken by any non-appealable, final order of a court of competent jurisdiction and/or (vii) making any disclosure or filing required by applicable law (including Delaware state law and the rules and regulations promulgated under the federal securities laws), stock exchange rules or the rules, regulations or order of any Governmental Entity (including the SEC), but in each case referred to in the foregoing clauses (i) through (v) only to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action extent that the Seller Guarantors or Board of Directors of the Sellers are obligated pursuant Company shall have concluded in good faith after consulting with its outside legal counsel and financial advisor that the failure to this Section 6.1 take such action would be inconsistent with the discharge of its fiduciary duties to cause such Representative or Affiliate not to take, then the Seller Guarantors and shareholders of the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1Company under applicable law.