Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. During the period from the date of this Agreement through (i) the Closing Date or (ii) the termination of this Agreement, the Seller shall not take or permit any of its affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to enter into any agreement with or cooperate in any other way with any Person (other than the Purchaser, its affiliates and their respective representatives) concerning any Acquisition Proposal. The Seller shall notify the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by the Seller or its representatives of any Acquisition Proposal from any Person other than the Purchaser. The Seller shall keep the Purchaser informed, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The Seller shall, and shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Purchaser) conducted heretofore with respect to any Acquisition Proposals. To the extent it has not already done so, the Seller shall, or cause its representatives to, promptly request that all confidential information previously furnished to any Person be promptly returned or destroyed. The Seller agrees not to, without the prior written consent of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which the Seller is a party.

Exclusive Dealing. During the period from Pre-Closing Period, the date of this Agreement through Company and each Seller shall, direct its respective Affiliates, officers, managers, directors, employees, investment bankers, consultants, representatives and other agents not to, directly or indirectly, (i) sell or otherwise transfer the Closing Date Shares or any other capital stock of the Company, or enter into any agreement to sell or otherwise transfer the Shares or any other capital stock of the Company; (ii) the termination of this Agreement, the Seller shall not take or permit any of its affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, encourageinitiate, initiate facilitate, negotiate, accept or discuss, any proposal or offer to acquire all or any portion of the Company or its assets (excluding any sale of assets in the Ordinary Course of Business), whether by merger, consolidation, sale of stock or assets, recapitalization or otherwise (each, an “Acquisition Proposal”); (iii) engage in discussions or negotiations with, or provide with any information third Person with respect to an Acquisition Proposal; (iv) enter into any agreement or other commitment or otherwise consummate or agree to consummate an Acquisition Proposal; or (v) disclose or provide any nonpublic information relating to the Company (including this Agreement) in connection with or cooperate in any other way with any Person (other than the Purchaser, its affiliates and their respective representatives) concerning any an Acquisition Proposal. The Seller shall notify the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by the Seller or its representatives of any Acquisition Proposal from any Person other than the Purchaser. The Seller shall keep the Purchaser informed, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The Each Seller shall, and shall cause the Company and its representatives agents to, immediately cease and cause to be terminated any existing all discussions or negotiations with any Person (other than and negotiations, if any, that have taken place prior to the Purchaser) conducted heretofore date hereof with respect to any Acquisition ProposalsProposal. To The Company and each Seller shall as promptly as practicable (and in no event later than two Business Days after receipt thereof), advise Buyer of any inquiry received by it after the extent date hereof relating to any potential Acquisition Proposal and of the material terms of any such proposal or inquiry, including the identity of the Person and its affiliates making the same, that it has not already done so, the Seller shallmay receive in respect of any such potential Acquisition Proposal, or cause its representatives to, promptly request that all confidential of any information previously furnished requested from such Party or of any negotiations or discussions being sought to any Person be promptly returned or destroyed. The Seller agrees not to, without the prior written consent of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into initiated with it in connection with any potential Acquisition Proposal such proposal, and such Party shall furnish to which Buyer a copy of any such proposal or inquiry and shall keep Buyer fully informed on a prompt basis with respect to any developments with respect to the Seller is a partyforegoing.

Exclusive Dealing. During the period from the date of this Agreement through (i) the Closing Date or (ii) the termination of this Agreement, Agreement pursuant to Section 6.1: (a) the Seller Company shall not take take, nor will the Company permit any of it respective affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, encourage, initiate, accept or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than Parent, Buyer and/or their affiliates) concerning any purchase of any Target Company's equity securities or any merger, sale of assets or similar transaction involving any Target Company (other than assets sold in the ordinary course of business) (such proposals or offers, an "Acquisition Proposal"). (b) the Company shall not participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other 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. The Company immediately shall cease all existing discussions, conversations, negotiations and other communications with any Persons (other than Buyer and the Members of the Company and their respective representatives) conducted heretofore with respect to any of the foregoing. (c) the Target Companies shall not release any Person from, or waive any provision of, any confidentiality or standstill agreement to which any Target Company is a party, without the prior written consent of Buyer. (d) neither Parent nor Buyer shall take, and neither Parent nor Buyer will permit any of its affiliates, representatives, consultants, financial advisors, attorneys, accountants or and other agents to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with or cooperate in any other way with any Person (other than the Purchaser, its affiliates and their respective representativesthis Agreement) concerning any Acquisition Proposal. The Seller shall notify the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by the Seller or its representatives acquisition of any Acquisition Proposal from equity securities or any Person other than the Purchaser. The Seller shall keep the Purchaser informedmerger, on a current basis, acquisition of substantial assets or similar transaction involving any material changes in the status of any such Acquisition Proposal or request. The Seller shall, and shall cause its representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Person home health agency (other than the PurchaserTarget Companies) conducted heretofore with respect to operating in any Acquisition Proposals. To the extent it has not already done so, the Seller shall, or cause its representatives to, promptly request that all confidential information previously furnished to District in Florida (as defined by AHCA) in which any Person be promptly returned or destroyed. The Seller agrees not to, without the prior written consent of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which Target Companies operate as of the Seller is a partydate hereof.

Exclusive Dealing. During the period from From the date of this Agreement through (i) until the earlier of the Closing Date or (ii) and the termination of date this AgreementAgreement is terminated in accordance with Article VIII, the Seller shall not take or permit any of take, and shall cause the Company and its affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents Subsidiaries not to take, any action to solicitand shall not authorize, encourage, permit or instruct any of their Representatives or any Representatives of the Company or its Subsidiaries to take, directly or indirectly, any action to: (a) solicit, initiate or encourage the making, submission or announcement of any indication of interest, inquiry, proposal or offer from any Person (other than Buyer or its Representatives) relating to an Acquisition Transaction; (b) encourage, initiate, participate in or engage in discussions any discussions, negotiations or negotiations withother communications regarding an Acquisition Transaction; (c) execute, or provide any information to enter into or become bound by any agreement with letter of intent or cooperate in any other way contract with any Person (other than the Purchaser, Buyer or its affiliates and their respective representativesRepresentatives) relating to or in connection with an Acquisition Transaction; (d) provide any information to any Person (other than Buyer or its Representatives) concerning an Acquisition Transaction; or (e) entertain or accept any Acquisition Proposal. The Seller shall notify the Purchaser promptly proposal or offer from, cooperate in any way with, or facilitate or encourage any effort or attempt by any Person (but in no event later other than forty-eight (48) hours) after receipt by the Seller Buyer or its representatives of any Representatives) relating to an Acquisition Proposal from any Person other than the PurchaserTransaction. The Seller shall keep the Purchaser informed, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The Seller shall, and shall cause the Company and its representatives Subsidiaries to, and shall instruct their respective Representatives and the Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any all existing discussions or discussions, conversations, negotiations and other communications with any Person (other than the PurchaserBuyer and its Representatives) conducted heretofore with respect to any Acquisition Proposals. To the extent it has not already done so, the Seller shall, or cause its representatives to, promptly request that all confidential information previously furnished to any Person be promptly returned or destroyed. The Seller agrees not to, without the prior written consent of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which the Seller is a partyTransaction.

Exclusive Dealing. During (a) Until the period from the date earlier of this Agreement through (ix) the Closing Date Closing, or (iiy) the termination of this AgreementAgreement in accordance with Article VIII, the no Seller shall, and each Seller shall cause its Affiliates not take to, and shall use its commercially reasonable efforts to cause its and its Affiliates’ Representatives not to, directly or permit any of its affiliatesindirectly, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to (i) solicit, encourageinitiate, initiate or engage knowingly facilitate or encourage the submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations withregarding, or provide furnish to any Person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal (except to provide notice of the existence of these provisions), or (iii) enter into any agreement Contract with or cooperate in any other way with any Person (other than the Purchaser, its affiliates and their respective representatives) concerning respect to any Acquisition Proposal. The Seller shall notify Without limiting the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by generality of the Seller or its representatives of any Acquisition Proposal from any Person other than foregoing, to the Purchaser. The Seller shall keep the Purchaser informedextent not already done, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The each Seller shall, and shall cause its representatives Affiliates to, and use its commercially reasonable efforts to cause its and its Affiliates’ Representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person (other than the PurchaserBuyer and its Affiliates) conducted heretofore with respect to any Acquisition ProposalsProposal. To This Section 5.1(a) shall not apply to (i) a Seller’s Representative who is, and in his or her capacity as, a member of the Ormat Board (a “Board Member Representative”) solely to the extent it has not already done sothat such Board Member Representative makes the determination in good faith, the Seller shallafter consultation with legal counsel, that compliance with this Section 5.1(a) would result in a breach of his or her fiduciary duties to Ormat or its stockholders under applicable Law, or cause its representatives to(ii) the transaction set forth on Schedule 5.1(a). (b) Until the earlier of (x) the Closing, promptly request that all confidential information previously furnished or (y) the termination of this Agreement in accordance with Article VIII, except as contemplated by this Agreement, no Seller shall sell, transfer or otherwise dispose of, or create or suffer to exist any Lien upon any of such Seller’s Seller Shares (or any equity interests, options, warrants, calls, subscriptions or other rights in or to any Person be promptly returned or destroyed. The of such Seller agrees not toShares), without in each case other than sales of Equity Securities among the prior written consent Sellers; provided that none of such sales of Equity Securities shall result in (i) a change in the total number of Sale Shares, and (ii) FIMI DE and FIMI IL owning together less than 51% of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which the Seller is a partySale Shares.

Exclusive Dealing. During (a) Subject to the below, during the period from the date of this Agreement through until the earlier of (i) the Closing Date or date this Agreement is terminated in accordance with its terms and (ii) the termination Closing Date, the Company shall not take, and shall direct its Affiliates and its and their respective Representatives to refrain from taking, any action to knowingly encourage, initiate, solicit or engage in negotiations with, any Person, other than Parent or Merger Sub (and their Affiliates and Representatives), concerning any Acquisition Proposal. (b) Immediately following the execution of this Agreement, the Seller shall not take or permit any of its affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to enter into any agreement with or cooperate in any other way with any Person (other than the Purchaser, its affiliates and their respective representatives) concerning any Acquisition Proposal. The Seller shall notify the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by the Seller or its representatives of any Acquisition Proposal from any Person other than the Purchaser. The Seller shall keep the Purchaser informed, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The Seller Company shall, and shall cause its representatives toeach of the Company Subsidiaries, immediately cease and cause shall direct each of their respective Representatives to be terminated terminate any existing discussions or negotiations with any Persons, other than Parent or Merger Sub (and their respective Affiliates and Representatives), concerning any Acquisition Proposal. The Company shall promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making an Acquisition Proposal to promptly return or destroy all confidential information concerning the AGF Entities and shall promptly terminate all access to the Data Room previously granted to each such Person. (c) Notwithstanding anything to the contrary in this Agreement, prior to the time, but not after, the Requisite Shareholder Approval is obtained, in response to an unsolicited, bona fide written Acquisition Proposal, the Company may: (i) provide access to non-public information regarding the AGF Entities to the Person who made such Acquisition Proposal; provided, that similar information has previously been made available to, or is made available to, Parent prior to or substantially concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, the Company receives from the Person making such Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects on such Person as the terms in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not prohibit the making or amending of an Acquisition Proposal); (ii) engage and participate in any discussions or negotiations with any such Person regarding such Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Board determines in good faith after consultation with outside legal counsel that (A) based on the information then available and after consultation with its financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (B) the failure to take such action would reasonably be expected to be a breach of its fiduciary duties under applicable Law. (d) The Company shall promptly (and, in any event, within 48 hours) give notice to Parent if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal are received by, (ii) any non-public information is requested in connection with any Acquisition Proposal from, or (iii) any discussions or negotiation with respect to an Acquisition Proposal are sought to be 58 initiated or continued with, it or any of its Representatives, indicating, in connection with such notice the name of such Person or group and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall keep Parent reasonably informed, on a current basis (and, in any event, within 48 hours), of the status and material terms of any such proposals, or offers (including any material amendments thereto) and any material changes to the status of any such discussions or negotiations. (e) Except as permitted by Section 5.5(f), the Board and each committee of the Board shall not: (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation; (ii) fail to include the Company Recommendation in the Shareholder Materials; (iii) approve or recommend, or publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement referred to in Section 5.5(c)(i) entered into in compliance with Section 5.5(c)(i)) providing for any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the Purchaseractions set forth in these clauses (i)–(iii), a “Change of Recommendation”); or (iv) conducted heretofore cause or permit the Company to enter into an Alternative Acquisition Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Requisite Shareholder Approval is obtained, the Board may effect a Change of Recommendation in connection with a Superior Proposal made after the date of this Agreement that was not solicited, initiated, encouraged or facilitated in breach of this Agreement, if the Board determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (i) such offer constitutes a Superior Proposal and (ii) such action is necessary or required in order for the directors to comply with the directors’ fiduciary duties under applicable Law; provided, however, that no Change of Recommendation may be effected unless and until the Company has given Parent written notice of such action five (5) Business Days in advance, such notice to comply in form, substance and delivery with the provisions of Section 5.5(d) and Section 8.4, setting forth in writing that management of the Company intends to recommend to the Board that it effect a Change of Recommendation and providing all information required to be provided under Section 5.5(d). After giving such notice and prior to effecting such Change of Recommendation, (i) the Company shall, throughout such five (5) Business Day-period, negotiate in good faith with Parent with respect to any Acquisition Proposals. To revisions to the extent it has not already done soterms of the transaction contemplated by this Agreement proposed by Parent in response to a Superior Proposal, and (ii) in determining whether to effect a Change of Recommendation in response to a Superior Proposal, the Seller shall, or cause its representatives to, promptly request that all confidential Board shall take into account any changes to the terms of this Agreement proposed by Parent and any other information previously furnished provided by Parent in response to such notice. Any material amendment to any Person be promptly returned or destroyed. The Seller agrees not to, without the prior written consent of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal will be deemed to which be a new Acquisition Proposal for purposes of this Section 5.5(f), including with respect to the Seller is a partynotice period referred to in this Section 5.5(f), except that the five (5) Business Day advance written notice obligation set forth in this Section 5.5(f) shall be reduced to two (2) Business Days for such purposes.

Exclusive Dealing. During (a) Until the period from the date earlier of this Agreement through (ix) the Closing Date Closing, or (iiy) the termination of this AgreementAgreement in accordance with ‎Article VIII, the no Seller shall, and each Seller shall cause its Affiliates not take to, and shall use its commercially reasonable efforts to cause its and its Affiliates’ Representatives not to, directly or permit any of its affiliatesindirectly, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to (i) solicit, encourageinitiate, initiate or engage knowingly facilitate or encourage the submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations withregarding, or provide furnish to any Person any information with respect to, or take any other action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal (except to provide notice of the existence of these provisions), or (iii) enter into any agreement Contract with or cooperate in any other way with any Person (other than the Purchaser, its affiliates and their respective representatives) concerning respect to any Acquisition Proposal. The Seller shall notify Without limiting the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by generality of the Seller or its representatives of any Acquisition Proposal from any Person other than foregoing, to the Purchaser. The Seller shall keep the Purchaser informedextent not already done, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The each Seller shall, and shall cause its representatives Affiliates to, and use its commercially reasonable efforts to cause its and its Affiliates’ Representatives to, immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any Person (other than the PurchaserBuyer and its Affiliates) conducted heretofore with respect to any Acquisition ProposalsProposal. To This ‎Section 5.1(a) shall not apply to (i) a Seller’s Representative who is, and in his or her capacity as, a member of the Ormat Board (a “Board Member Representative”) solely to the extent it has not already done sothat such Board Member Representative makes the determination in good faith, the Seller shallafter consultation with legal counsel, that compliance with this ‎Section 5.1(a) would result in a breach of his or her fiduciary duties to Ormat or its stockholders under applicable Law, or cause its representatives to(ii) the transaction set forth on Schedule 5.1(a). (b) Until the earlier of (x) the Closing, promptly request that all confidential information previously furnished or (y) the termination of this Agreement in accordance with ‎Article VIII, except as contemplated by this Agreement, no Seller shall sell, transfer or otherwise dispose of, or create or suffer to exist any Lien upon any of such Seller’s Seller Shares (or any equity interests, options, warrants, calls, subscriptions or other rights in or to any Person be promptly returned or destroyed. The of such Seller agrees not toShares), without in each case other than sales of Equity Securities among the prior written consent Sellers; provided that none of such sales of Equity Securities shall result in (i) a change in the total number of Sale Shares, and (ii) FIMI DE and FIMI IL owning together less than 51% of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which the Seller is a partySale Shares.

Exclusive Dealing. During the period from (a) From the date of this Agreement through the Effective Time or until such time that this Agreement is terminated pursuant to Section 8.1, Vianeta shall not, and shall not authorize or permit any director, officer, employee or agent of Vianeta, directly or indirectly, to (i) solicit, initiate or encourage (including by way of furnishing or disclosing non-public information) any inquiries or the Closing Date making of any proposal with respect to any merger, consolidation or other business combination involving Vianeta or the acquisition of all or any significant part of the assets or capital stock of Vianeta (an "Acquisition Transaction") or (ii) the termination of this Agreementnegotiate, the Seller shall not take explore or permit any of its affiliates, representatives, consultants, financial advisors, attorneys, accountants or other agents to take, any action to solicit, encourage, initiate or otherwise engage in discussions or negotiations with, or provide any information to enter into any agreement with or cooperate in any other way with any Person (other than the Purchaser, its affiliates Parent and Merger Sub and their respective representativesrepresentatives and agents) concerning with respect to any Acquisition Proposal. The Seller shall notify the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by the Seller Transaction, or its representatives of which may reasonably be expected to lead to a proposal for an Acquisition Transaction, or enter into any Acquisition Proposal from any Person other than the Purchaser. The Seller shall keep the Purchaser informed, on a current basis, of any material changes in the status of contract or understanding with respect to any such Acquisition Proposal or request. The Seller Transaction. (b) As of the date hereof, Vianeta shall, and shall cause its representatives Affiliates, officers, directors, employees and agents, to, immediately cease and cause to be terminated any existing activities, discussions or and negotiations with any Person (other than the PurchaserParent and Merger Sub and their representatives) conducted heretofore with respect to any Acquisition ProposalsTransaction. To the extent it has not already done soVianeta shall advise Parent promptly of any inquiries or proposals received by, the Seller shallany such information requested from, and any requests for negotiations or cause discussions sought to be initiated or continued with, Vianeta and its representatives toAffiliates, promptly request that all confidential information previously furnished officers, directors, employees and agents, in each case from a Person (other than Parent and Merger Sub and their representatives) with respect to any Person be promptly returned or destroyedan Acquisition Transaction. The Seller agrees not to, without the prior written consent Vianeta shall keep Parent reasonably informed of the Purchaser, release status of (including any Person from, change to the material terms of) any such proposal for an Acquisition Transaction or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which the Seller is a partyinquiry.

Exclusive Dealing. During the period from From the date of this Agreement through (i) until the Closing Date Closing, or (ii) the earlier termination of this AgreementAgreement in accordance with Article VII, the Seller shall not take (and shall not cause or permit any of its affiliates, representatives, consultants, financial advisors, attorneys, accountants Affiliates or other agents to take, any action to Seller’s or its Affiliates’ Representatives to) directly or indirectly: (a) solicit, encourage, initiate or engage in discussions or negotiations withinitiate, or provide knowingly encourage the submission of any information to enter into any agreement with proposal or cooperate in any other way with offer from any Person (other than the Purchaser, its affiliates Affiliates and their respective representativesRepresentatives) concerning relating to, or enter into or consummate any Acquisition Proposal. The Seller shall notify transaction relating to, the Purchaser promptly (but in no event later than forty-eight (48) hours) after receipt by the Seller or its representatives acquisition of any Acquisition Proposal from Equity Interests in the Group Companies, or any merger, recapitalization, share exchange, sale of Assets or any similar transaction or any other alternative to the Transactions, in each case directly involving any Group Company or (b) participate in any discussions or negotiations regarding, furnish any non-public information with respect to, assist or participate in, or knowingly facilitate in any other manner, any effort or attempt by any Person (other than Purchaser, its Affiliates and their respective Representatives) to do or seek any of the Purchasertransactions described in clause (a), in each case of clauses (a) and (b), except to the extent otherwise permitted by Section 5.01. The Seller shall keep Upon the Purchaser informedexecution and delivery of this Agreement, on a current basis, of any material changes in the status of any such Acquisition Proposal or request. The Seller shall, and shall cause direct its representatives Affiliates and its and their respective Representatives to, immediately cease all communications relating to any of the foregoing that remains pending that would reasonably be expected to result in any proposal, offer, inquiry or contact with respect to the foregoing and cause as promptly as practicable request that any material provided to be terminated any existing discussions or negotiations with any Person (other than Purchaser and its Affiliates and Representatives) in connection therewith be returned to Seller or its applicable Affiliates or destroyed in accordance with the Purchaser) conducted heretofore terms of the confidentiality agreement entered into by such Person or its Affiliate in favor of Seller and its applicable Affiliates. Seller shall notify Purchaser as soon as reasonably practicable if any Person makes any proposal, offer, inquiry or contact with respect to any Acquisition Proposalsof the foregoing (whether solicited or unsolicited). To Notwithstanding any provision to the extent it has not already done socontrary, nothing herein shall prohibit or restrict any transactions relating solely to (A) the Equity Interests of the Seller shallGroup, or cause its representatives to, promptly request that all confidential information previously furnished to (b) the Seller Business and/or (c) any Person be promptly returned or destroyed. The Seller agrees not to, without the prior written consent member of the Purchaser, release any Person from, or waive any provisions of, any confidentiality agreement entered into in connection with any potential Acquisition Proposal to which the Seller is a partyGroup.