Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. (a) The Seller hereby agrees that from and after the date hereof and until the Closing or the termination of this Agreement in accordance with the terms hereof, neither the Seller nor the Company nor any of their Affiliates or representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives), directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practice, (B) to enter into any merger, consolidation, exchange or other business combination relating to the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller shall notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possession.

Exclusive Dealing. (a) The Seller hereby agrees that from and after From the date hereof and until to the Closing Date or the termination earlier date, if any, on which this Agreement is terminated pursuant to Article VII of this Agreement in accordance with the terms hereofAgreement, neither the Seller nor the Company shall not (nor any of their Affiliates shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representativesto), directly or indirectly: , (ia) accept or enter into any agreement with respect to any proposal or offer outstanding as of the date hereof or received at any time hereafter from any other party to consummate a Competing Transaction, or (b) solicit, initiate, considerknowingly facilitate or encourage, encourage engage in discussions or accept any other proposals negotiations with, or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of furnish information regarding the Company or assets of the Companyto, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, other than inventory to be sold in the ordinary course of business consistent with past practicetransactions contemplated by this Agreement, (Bi) to enter into any merger, consolidation, exchange share exchange, recapitalization, or establishment of or investment in another legal entity or other business combination relating to similar transaction involving the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to subsidiary of the Company; or , (ii) participate in any discussionssale, conversationslease, negotiations exchange, mortgage, pledge, transfer, non-ordinary license or other communications regardingdisposition of a material portion of the assets of the Company or any subsidiary of the Company, or furnish to (iii) any Person, any information with respect to, sale or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any transfer of shares of the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any Company or a subsidiary of the foregoingCompany (in each case, a “Competing Transaction”). The Seller Company shall promptly notify the Buyer promptly, but in Parent of any event within twenty-four (24) hours, orally and in writing if any such proposal or offeroffer regarding a Competing Transaction, or any and of each inquiry or other contact with any Person with respect thereto, is mademade and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Seller shall not, and shall cause the Company agrees not to, to release any Person third party from, or waive any provision of, any confidentiality or standstill agreement (e.g., agreement not to invest in or seek a change of control of the Company) to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possession.

Exclusive Dealing. (a) The Seller hereby agrees that from and after From the date hereof through the Closing, Seller Parent will, and until will direct its Affiliates and each of its and their Affiliates’ respective Representatives to, cease and terminate immediately all solicitations, initiations, encouragements, activities, discussions and/or negotiations with any person or entity conducted prior to the Closing or the termination of this Agreement in accordance with the terms hereof, neither the Seller nor the Company nor any of their Affiliates or representatives (other than date hereof with respect to the Buyer) shall any proposed, potential or contemplated Alternative Transaction (as defined below). In addition, Seller Parent will not, and the Seller shall take all action necessary to ensure that none will direct its Affiliates and each of the Company or its or and their Affiliates or representatives)Affiliates’ respective Representatives not to, directly or indirectly: (ia) solicit, initiate, consideror encourage the submission of, encourage any proposal or accept indication of interest relating to an Alternative Transaction, (b) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information (including information contained in any electronic dataroom) with respect to, or take any other proposals action to facilitate any inquiries or offers from the making of any Person proposal that constitutes, or may reasonably be expected to lead to, any Alternative Transaction or (Ac) relating to authorize, engage in, or enter into any direct agreement or indirect acquisition understanding with respect to, any Alternative Transaction. For purposes of this Section 5.19, “Alternative Transaction” means (i) any merger, consolidation, share exchange or purchase of other similar transaction involving all or any material portion of the capital stock or other equity or ownership interest Business, (ii) any sale of any material portion of the Company or assets of or issuance or sale of any equity interests in the Company, Business or any material portion thereof (other than sales of inventory by the Company to be sold its customers in the ordinary course of business consistent with past practice), (Biii) to enter into any merger, consolidation, exchange or other business combination relating to transaction involving all or any material portion of the Business or the Business's interests or assets or (iv) any other transaction undertaken by the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of their respective Representatives which would reasonably be expected to prevent, impede or delay the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any consummation of the foregoing. The Seller shall notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return Agreement, in each case other than any such transaction with Buyer or destroy all Confidential Information in their possessionany of its Affiliates.

Exclusive Dealing. (a) The Seller hereby Company agrees that from and after the date hereof of this Agreement and until the earlier of the Closing or Date and the termination of date that this Agreement is terminated in accordance with the terms hereofArticle VII, neither the Seller nor the Company nor any of their Affiliates or representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives)Subsidiary shall, directly or indirectly: , and the Company shall instruct its Affiliates and Representatives not to, (ia) solicit, initiate, consideror encourage the submission of proposals, encourage offers or accept any other proposals or offers inquiries from any Person with respect to, (Ab) relating to enter into, participate in, maintain or continue any direct communications or indirect acquisition ongoing discussions or purchase of all negotiations or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practiceagreement regarding, (Bc) to enter into any merger, consolidation, exchange or other business combination relating to the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, other Person any information with respect to, or otherwise cooperate in any wayway with, or assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person to seek effect, (d) agree to, accept, approve, endorse or recommend, (e) enter into any letter of intent or any other Contract contemplating or otherwise relating to do any or (f) submit to the vote of the foregoing. holders of Capital Stock or any equity interests in the Company or any Company Subsidiary, any (bi) The Seller immediately shall cease and cause to be terminated all existing discussionsliquidation, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any dissolution or recapitalization of the foregoing. The Seller shall notify Company or the Buyer promptly, but in any event within twenty-four Company Subsidiaries or (24ii) hours, orally and in writing if any such proposal acquisition or offerpurchase of all or a significant portion of the assets, or any inquiry material equity interest in, the Company or other contact any Company Subsidiary (including any sale structured as a merger, consolidation or similar business combination) with any Person with respect theretoPerson, is made. The Seller shall not, and shall cause the Company not to, release in any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (case other than Parent, its Affiliates and their respective representatives (each, a “Competing Transaction”). As of the date of this Agreement, the Company Group shall immediately cease and cause to be terminated any existing activities, discussions and negotiations with any Persons (other than Parent and its Affiliates) with respect to any Competing Transaction. The Company shall provide prompt, but in any event within two (2) Business Days, notice to Parent of (x) the receipt of any proposal, communication or inquiry with respect to any Competing Transaction, (y) the terms and their representativesconditions of such Competing Transaction and (z) who received Confidential Information in connection the identity of such Person making any such proposal, communication or inquiry with the sale process that led respect to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possessionsuch Competing Transaction.

Exclusive Dealing. During the period from the date of this Agreement to the earlier of (a) The Seller hereby agrees that from the Closing Date and after (b) the date hereof and until the Closing or the termination of this Agreement is terminated in accordance with the terms hereofits terms, neither the Seller nor the Company nor and each Stockholder shall not take, and shall cause its Affiliates, stockholders, officers, directors, employees, agents, representatives, consultants, financial advisors, attorneys, accountants and other agents to refrain from taking, any of their Affiliates or representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives)to, directly or indirectly: (i) solicit, encourage, initiate, considersolicit or engage in discussions or negotiations with, encourage or accept provide any information to, any Person, other proposals than the Purchaser (and its Affiliates and representatives), concerning any purchase of any capital stock of the Company (other than in connection with the exercise of any Company Options outstanding on the date hereof) or offers from any Person merger, asset sale, license of material assets owned by or exclusively licensed to, and used or held for use by, the Company to a third party, recapitalization or similar transaction involving the Company or any of its Assets and Property. The Company shall, and shall direct its representatives and Affiliates to, (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practice, (B) to enter into any merger, consolidation, exchange or other business combination relating to the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons Person conducted heretofore with respect to any transaction described in the preceding sentence and (B) promptly after the date hereof request the prompt return or destruction of all confidential information previously furnished to such Person(s) for the foregoingpurpose of evaluating such a possible transaction. The Seller shall Company and each Stockholder will notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, Purchaser as soon as practicable following if any Person makes any proposal, offer, inquiry to, or contact with, the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection Company or such Stockholder with the sale process that led respect to the transactions contemplated by this Agreement to return or destroy all Confidential Information foregoing and shall describe in their possessionreasonable detail the identity of any such Person and, the substance and material terms of any such contact and the material terms of any such proposal.

Exclusive Dealing. (a) The Seller hereby agrees that from and after From the date hereof and until to the Closing or the termination of this Agreement in accordance with the terms hereofDate, neither the Seller nor the Company shall not (nor any of their Affiliates shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representativesto), directly or indirectly: , (ia) accept or enter into any agreement with respect to any existing proposal or offer outstanding as of the date hereof or received at any time hereafter from any other party to consummate a Competing Transaction, or (b) solicit, initiate, considerknowingly facilitate or encourage, encourage engage in discussions or accept any other proposals negotiations with, or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of furnish information regarding the Company or assets of the Companyto, any person other than Parent and its Affiliates and -40- representatives with respect to a Competing Transaction. A Competing Transaction means, other than inventory to be sold in the ordinary course of business consistent with past practicetransactions contemplated by this Agreement, (Bi) to enter into any merger, consolidation, exchange share exchange, recapitalization, or establishment of or investment in another legal entity or other business combination relating to similar transaction involving the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to subsidiary of the Company; or , (ii) participate in any discussionssale, conversationslease, negotiations exchange, mortgage, pledge, transfer, non-ordinary license or other communications regardingdisposition of a material portion of the assets of the Company or any subsidiary of the Company, or furnish to (iii) any Person, any information with respect to, sale or otherwise cooperate in any way, assist transfer of securities (including securities exercisable for or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any convertible into equity securities) of the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any Company or a subsidiary of the foregoingCompany (in each case, a “Competing Transaction”). The Seller Company shall notify the Buyer promptly, but promptly (and in any event within twenty-four (2424 hours of receipt) hours, orally and in writing if notify Parent of any such proposal or offeroffer regarding a Competing Transaction, or any and of each inquiry or other contact with any Person with respect thereto, is mademade and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Seller shall not, and shall cause the Company agrees not to, to release any Person third party from, or waive any provision of, any confidentiality or standstill agreement (e.g., agreement not to invest in or seek a change of control of the Company) to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possession.

Exclusive Dealing. (a) The Seller hereby Company acknowledges that Parent, Buyer and their Affiliates have spent and will continue to spend considerable time, and have incurred and will continue to incur substantial costs and expenses, in connection with the transactions contemplated hereunder. Accordingly, and without derogating from the Company’s other obligations hereunder, the Company agrees that from and after that, during the period commencing on the date hereof and continuing until the Closing Expiration Date, it shall not, and shall cause its Affiliates, stockholders, directors, officers, employees, and other Representatives not to, directly or indirectly, (i) enter into or continue any discussions or negotiations with respect to, agree to, approve, recommend, or enter into any agreement or any understanding with respect to, or solicit, initiate, knowingly encourage, or facilitate the termination submission of this Agreement in accordance with any inquiries, proposals, or offers for, the terms hereofacquisition (including, neither the Seller nor the Company nor without limitation, by stock purchase, asset sale, merger, consolidation, or other business combination) by any of their Affiliates person or representatives entity (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representativesas contemplated by this Agreement), directly or indirectly: (i) solicit, initiate, consider, encourage of any shares of capital stock or accept any other proposals equity interests in the Company or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock assets or other equity or ownership interest of the Company or assets of the CompanyIndebtedness, other than inventory to be sold sales of Company Products in the ordinary course of business consistent with past practice(each, an “Alternative Transaction”), or (Bii) furnish, or cause to enter into be furnished, any mergerinformation concerning the Company, consolidationits Affiliates, exchange or other business combination relating their respective assets or liabilities, or allow access to the books, records, properties, or management of the Company or (C) to enter into a recapitalizationany of its Affiliates, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information person or entity with respect a view to, or otherwise cooperate in furtherance of, an Alternative Transaction. If the Company or any wayof its Representatives, assist shall receive an indication of interest, term sheet, letter of intent, proposal, request for information, or participate inany similar submission (whether written or oral), facilitate or encourage in each case in respect of an Alternative Transaction, the Company shall, immediately upon receipt thereof, deliver written notice thereof (including a summary of terms thereof) to Buyer. The Company shall be liable for any effort or attempt and all breaches by any other Person to seek to do any of its Representatives of the foregoingterms set forth in this Section 5.4. (b) The Seller immediately shall cease Company acknowledges that this Section 5.4 was a significant inducement for Parent and cause Buyer to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller shall notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by enter into this Agreement to return or destroy all Confidential Information in their possessionAgreement.

Exclusive Dealing. (a) The Seller hereby agrees that from and after From the date hereof and until to the Closing or the termination of this Agreement in accordance with the terms hereofDate, neither the Seller nor the Company shall not (nor any of their Affiliates shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representativesto), directly or indirectly: , (ia) accept or enter into any agreement with respect to any existing proposal or offer outstanding as of the date hereof or received at any time hereafter from any other party to consummate a Competing Transaction, or (b) solicit, initiate, considerknowingly facilitate or encourage, encourage engage in discussions or accept any other proposals negotiations with, or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of furnish information regarding the Company or assets of the Companyto, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, other than inventory to be sold in the ordinary course of business consistent with past practicetransactions contemplated by this Agreement, (Bi) to enter into any merger, consolidation, exchange share exchange, recapitalization, or establishment of or investment in another legal entity or other business combination relating to similar transaction involving the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to subsidiary of the Company; or , (ii) participate in any discussionssale, conversationslease, negotiations exchange, mortgage, pledge, transfer, non-ordinary license or other communications regardingdisposition of a material portion of the assets of the Company or any subsidiary of the Company, or furnish to (iii) any Person, any information with respect to, sale or otherwise cooperate in any way, assist transfer of securities (including securities exercisable for or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any convertible into equity securities) of the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any Company or a subsidiary of the foregoingCompany (in each case, a “Competing Transaction”). The Seller Company shall notify the Buyer promptly, but promptly (and in any event within twenty-four (2424 hours of receipt) hours, orally and in writing if notify Parent of any such proposal or offeroffer regarding a Competing Transaction, or any and of each inquiry or other contact with any Person with respect thereto, is mademade and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Seller shall not, and shall cause the Company agrees not to, to release any Person third party from, or waive any provision of, any confidentiality or standstill agreement (e.g., agreement not to invest in or seek a change of control of the Company) to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possession.

Exclusive Dealing. (a) The Seller hereby agrees that During the period from and after the date hereof and until of this Agreement to the earlier of the Closing or and the termination of this Agreement in accordance with the terms hereofArticle VIII, neither the Seller nor the Parent and Company nor any shall not and shall cause each of their respective Affiliates and representatives, agents and advisors not to, directly or representatives indirectly, (i) (A) initiate, solicit or encourage the submission of any proposals or offers with respect to, (B) participate in any discussions or negotiations regarding or relating to, or (C) enter into any letter of intent or any agreement with, or provide any information to, any third party relating to, any direct or indirect acquisition of Company’s assets (other than inventory in the ordinary course of business) or equity of Company, or an acquisition of Company by merger, consolidation or otherwise, or any other extraordinary business transaction (each of the foregoing transactions, an “Acquisition Transaction”), or (ii) assist any third party in preparing or soliciting an offer relating in any way to an Acquisition Transaction (in each case other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representativesTransactions contemplated by this Agreement), directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practice, (B) to enter into any merger, consolidation, exchange or other business combination relating to the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. (b) The Seller Parent and Company shall, and shall cause each of their respective Affiliates and representatives, agents and advisors to, immediately shall cease and cause to be terminated all any existing discussions, conversations, negotiations and other communications with any Persons (other than Purchaser and Purchaser’s representatives, agents and advisors) conducted heretofore with respect to an Acquisition Transaction and shall instruct such other Person to return or destroy any of the foregoingconfidential information in its possession and terminate access to “data rooms” provided to such Person in connection with such discussions or negotiations. The Seller (c) Parent and Company shall notify the Buyer Purchaser promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offeroffer with respect to an Acquisition Transaction, or any inquiry or other contact with any Person with respect thereto, is made. The Seller Any such notice to Purchaser shall not, and shall cause indicate in reasonable detail the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent identity of the Buyer. In additionPerson making such proposal, the Seller shalloffer, as soon as practicable following the date hereof, cause the Persons (inquiry or other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possessioncontact.

Exclusive Dealing. (a) The Seller hereby agrees that During the period from and after the date hereof and of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with the terms hereofits terms, neither the Seller nor the Company shall take, nor shall either authorize or permit any of their Affiliates respective Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or representatives other agents (other than with respect to collectively, the Buyer“Company Representatives”) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives), directly or indirectly: to: (i) solicit, initiate, considerenter into, encourage participate in or accept continue any other proposals discussions or offers from engage in negotiations with any Person (A) 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 to 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 action to facilitate any inquiries or the making of an Acquisition Transaction or (iv) enter into any agreement, letter of intent, agreement in principal, or any definitive agreement with any Person, other than Buyer or its Affiliates effecting an Acquisition Transaction. The Company shall immediately cease all discussions, negotiations and other activities described in the immediately preceding sentence to the extent they are occurring or have occurred on or prior to the date hereof. The term “Acquisition Transaction” means any proposal, transaction 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, its Subsidiaries or its equityholders pursuant to which the equityholders of 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 purchase exchange of all or any portion of the capital stock or other equity or ownership interest of the Company or material assets of the Company, Group Companies (other than inventory to be sold any such transactions in the ordinary course of business consistent with past practicethe Company’s business, (B) to enter into but which in any mergerevent do not exceed 10% of the Group Companies’ consolidated assets or revenues, consolidation, exchange individually or other business combination relating to in the Company aggregate); or (Ce) to enter into a recapitalization, reorganization or for any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect similar to, or otherwise cooperate in any wayhaving a similar effect as, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. transactions described in the foregoing clauses (a), (b), (c) The Seller immediately shall cease or (d); and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to in any of the foregoing. The Seller shall notify the Buyer promptlypreceding clauses, but in any event within twenty-four (24) hours, orally and one transaction or in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent series of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possessiontransactions.

Exclusive Dealing. (a) The Seller hereby agrees that from and after From the date hereof and of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with the terms hereofits terms, neither the Seller nor the Company nor any of shall not, and shall cause the other Group Companies and its and their Affiliates or representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives)respective Representatives not to, directly or indirectly: : (i) solicit, initiate, considerseek, knowingly encourage (including by means of furnishing or accept disclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any other proposals inquiry, proposal or offers from offer (whether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (Aiii) relating to enter into, participate in or continue in any direct discussions or indirect acquisition negotiations with any third party in connection with or purchase related to, or approve, accept, or enter into any letter of all 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 portion Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the capital stock SEC related there or other equity filing or ownership interest 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 the Company or assets of the Companysecurities, other than inventory to be sold in the ordinary course of business consistent with past practice, as expressly contemplated by this Agreement or any Ancillary Document; (Bv) to enter into consummate any merger, consolidation, exchange or other business combination relating to the Company Acquisition Proposal; or (Cvi) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any wayway with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing; provided that clause (i), (ii) and (iii) shall not be applicable to any actions to the extent taken in furtherance of a potential sale of the Company’s stake in MEMSIC Semiconductor (Tianjin) Co. Ltd. or Hygealeo Technology Co., Ltd. The Company agrees to (A) terminate, and cause each of its parent entities, Affiliates and Subsidiaries, and its and their Representatives to terminate, any and all existing discussions or negotiations with any Person or group of Persons regarding a Company Acquisition Proposal, (B) notify Pathfinder promptly upon receipt of any Company Acquisition Proposal by any Group Company or Affiliate or any officer, director, equity holder, employee or other Representative, and to describe the 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 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 modifications to such offer or information. (b) The Seller immediately From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Pathfinder Parties shall cease not, and each of them shall cause to be terminated all existing discussionstheir Representatives not to, conversationsdirectly or indirectly: (i) solicit, negotiations and other communications with initiate, seek, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any Persons conducted heretofore inquiry, proposal or offer (whether formal or informal, written, oral or otherwise) with respect to a Pathfinder Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Pathfinder Acquisition Proposal; (iii) enter into, participate in or continue any discussions or negotiations with any third party in connection with or related to, or approve, accept or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding any Pathfinder Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with an offering of any securities of Pathfinder (or any controlled Affiliate or successor of Pathfinder), other than expressly contemplated by this Agreement or any Ancillary Document; (v) consummate any Pathfinder Acquisition 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 shall notify the Buyer promptlyPathfinder agrees to (A) terminate, but in and cause its Representatives to terminate, any event within twenty-four (24) hours, orally and in writing if any such proposal all existing discussions or offer, or any inquiry or other contact negotiations with any Person with respect theretoor group of Persons other than the Company regarding a Pathfinder Acquisition Proposal, is made. The Seller shall not(B) notify the Company promptly upon receipt of any Pathfinder Acquisition Proposal by any Pathfinder Party, and shall cause to describe the material terms and conditions of any such Pathfinder Acquisition Proposal in reasonable detail (including the identity of any person or entity making such Pathfinder Acquisition Proposal) and to provide a copy of any such Pathfinder Acquisition Proposal, if extended in writing, and (C) keep the Company reasonably informed on a current basis of any modifications to such offer or information. (c) For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 4.6 shall not toprohibit the Company, release Pathfinder or any of their respective Representatives from taking any actions in the ordinary course that are not otherwise in violation of this Section 4.6 (such as answering phone calls) or informing any Person frominquiring about a possible Company Acquisition Proposal or Pathfinder Acquisition Proposal, or waive any provision ofas applicable, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, existence of the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates covenants and its and their representatives) who received Confidential Information agreements contained in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possessionSection 4.6.

Exclusive Dealing. (a) The Seller hereby agrees that from and after From the date hereof to the Closing, Seller shall, and until the Closing or the termination of this Agreement in accordance with the terms hereof, neither the Seller nor shall cause the Company nor any and each of their Affiliates or representatives (other than respective Representatives to, immediately cease any action that may be ongoing with respect to a Competing Transaction. “Competing Transaction” means any of the Buyer) shall (and the Seller shall take all action necessary to ensure that none of following involving the Company or its or their Affiliates or representatives), directly or indirectly: (other than the transactions contemplated hereby): (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practice, (B) to enter into any merger, consolidation, exchange stock exchange, stock sale, business combination, or other business combination relating to similar transaction, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the assets of the Company or (C) to enter into a recapitalization, reorganization any Affiliate thereof or issuance of Capital Stock of the Company or any other extraordinary business transaction involving Affiliate thereof, (iii) any tender offer or otherwise relating to exchange offer for outstanding Capital Stock of the Company; or Company or any Affiliate thereof or (iiiv) participate in any discussionsagreement or public announcement of a proposal, conversations, negotiations plan or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek intention to do any of the foregoing. (b) The Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller shall notify the Buyer promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller shall not, and shall cause the Company and their respective Representatives not toto (i) initiate, release any Person fromsolicit or encourage (including by way of furnishing information or assistance), or waive take any provision ofother action to facilitate, any confidentiality agreement to which the Seller inquiries or the Company is making of any proposal that constitutes, or may reasonably be expected to lead to any Competing Transaction, (ii) enter into discussions or furnish any information or negotiate with any person or otherwise cooperate in any way in furtherance of such inquiries or to obtain a partyCompeting Transaction or, without agree to or endorse any Competing Transaction or (iii) authorize any persons to take any such action. Seller immediately shall (A) notify Parent in writing of any inquiries or the prior making of any proposal that constitutes, or may reasonably be expected to lead to any Competing Transaction and (B) provide Parent with copies of any written consent correspondence or a detailed description of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led any unwritten inquiries relating to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possessionsame.

Exclusive Dealing. (a) The Seller Company hereby agrees that from and after the date hereof and until the Closing or the termination of this Agreement in accordance with the terms hereof, neither the Seller nor the Company nor any of their its Affiliates or representatives (other than with respect to the Buyer) shall (and the Seller shall take all action necessary to ensure that none of the Company or its or their Affiliates or representatives)shall, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aa) relating to any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or assets of the Company, other than inventory to be sold in the ordinary course of business consistent with past practice, (Bb) to enter into any merger, consolidation, exchange or other business combination relating to the Company or (Cc) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any Person, any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. (b) The Seller Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller Company shall notify the Buyer Parent promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller Company shall not, and shall cause the Company not to, release any Person from, or waive any provision of, any confidentiality agreement to which the Seller or the Company is a party, without the prior written consent of the Buyer. In addition, the Seller shall, as soon as practicable following the date hereof, cause the Persons (other than Parent, its Affiliates and its and their representatives) who received Confidential Information in connection with the sale process that led to the transactions contemplated by this Agreement to return or destroy all Confidential Information in their possession.