Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with Article 9, the Seller shall not, and shall cause each of the Company and the Company Subsidiaries, its other Affiliates and their respective Representatives not to, directly or indirectly, (a) (i) initiate, solicit or encourage the submission of any proposals or offers with respect to, (ii) participate in any discussions or negotiations regarding or relating to, or (iii) enter into any Contract, letter of intent or agreement in principle with any third party relating to, (A) any direct or indirect acquisition of any assets of the Company (including equity securities of the Company Subsidiaries) or any Equity Interests of the Company, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series of related transactions (each of the foregoing transactions or series of transactions, an “Acquisition Transaction”), or (b) 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 transactions contemplated by this Agreement). The Seller shall, and shall cause the Company and the Company Subsidiaries and their respective Representatives to, immediately cease any activities, discussions or negotiations that are ongoing, request the prompt return or destruction of any documents and information provided to any Person in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with any Acquisition Transaction. The Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries or their respective Representatives after the date hereof.

Exclusive Dealing. During the period from the date of this Agreement to through the earlier of the Closing and or the termination of this Agreement in accordance with Article 9its terms, the Seller Company shall notnot take, and nor shall it cause each any of the Company and the Company Subsidiariesits Affiliates, its officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or other Affiliates and their respective Representatives not toagents to take, directly any action to solicit, encourage, initiate or indirectly, (a) (i) initiate, solicit or encourage the submission of any proposals or offers with respect to, (ii) participate engage in any discussions or negotiations regarding or relating towith, or (iii) provide any information to or enter into any Contract, letter of intent or agreement in principle with any third party relating toPerson (other than Parent, (AMerger Sub and/or their respective Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any direct or indirect acquisition purchase of any assets of the Company (including Company’s equity securities or any merger, recapitalization, consolidation, business combination, sale of assets outside of the Company Subsidiaries) Ordinary Course of Business or similar transaction involving or relating to any Equity Interests of the Group Company, other than those transactions that would not constitute a breach the exercise of Section 7.1(b) or Section 7.1(c) if taken without outstanding options and other than assets sold in the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series Ordinary Course of related transactions Business (each of the foregoing transactions or series of transactionssuch acquisition transaction, an “Acquisition Transaction”), or (b) assist and the Company shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any third party Person conducted heretofore with respect to any such Acquisition Transaction; provided, however, that Parent and Merger Sub hereby acknowledge that prior to the date of this Agreement, the Unitholders and the Group Companies have provided information relating to the Group Companies and have afforded access to, and engaged in preparing or soliciting an offer relating discussions with, other Persons in any way connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction (in each case other than with respect without any breach by the Unitholders or the Group Companies of this Section 5.21. Notwithstanding the foregoing, the Unitholders and the Group Companies may respond to any unsolicited proposal regarding an Acquisition Transaction solely by indicating that the Unitholders and the Group Companies are subject to an exclusivity agreement and are unable to provide any information related to the transactions contemplated by Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as this Agreement). The Seller shall, and shall cause the Company and the Company Subsidiaries and their respective Representatives to, immediately cease any activities, discussions or negotiations that are ongoing, request the prompt return or destruction of any documents and information provided to any Person Agreement remains in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with any Acquisition Transaction. The Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries or their respective Representatives after the date hereofeffect.

Exclusive Dealing. During the period from the date of this Agreement to until the earlier of the Closing and Date or the termination of this Agreement in accordance with Article 9Section 8.1, the Seller and the Company shall notnot take, and shall cause each not permit any of their Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to: (i) solicit, initiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by the Seller, the Company, an Affiliate, a third party or otherwise), other than the Purchaser or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of the Company and the Company Subsidiariesor any of its Subsidiaries (whether by way of merger, its other Affiliates and their respective Representatives not topurchase of equity, directly purchase of assets, loan or indirectly, (aotherwise) (i) initiate, solicit or encourage the submission of any proposals or offers with respect to, an “Acquisition Transaction”); (ii) participate in provide non-public information or documentation with respect to the Company or any discussions of its Subsidiaries to any Person, other than the Purchaser or negotiations regarding its Affiliates or its or their representatives, relating to, to an Acquisition Transaction; or (iii) enter into any Contract, letter of intent or definitive agreement in principle with any third party relating to, (A) any direct or indirect acquisition of any assets of the Company (including equity securities of the Company Subsidiaries) or any Equity Interests of the CompanyPerson, other than those transactions that would not constitute a breach Purchaser or its Affiliates effecting an Acquisition Transaction. Immediately up execution of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consentthis Agreement, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series of related transactions (each of the foregoing transactions or series of transactions, an “Acquisition Transaction”), or (b) 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 transactions contemplated by this Agreement). The Seller shall, and shall cause its representatives to (x) terminate any and all existing discussions or negotiations with any Person other than Purchaser or its Affiliates regarding an Acquisition Transaction, and (y) request that each Person to which the Company has provided confidential information relating to the Company and the Company its Subsidiaries and their respective Representatives has afforded access to, immediately cease any activitiesand engaged in discussions with, discussions or negotiations that are ongoing, request the prompt return or destruction of any documents and information provided to any Person in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with any a proposed Acquisition Transaction, promptly return and/or destroy any such information in accordance with the terms of the non-disclosure agreement such Person entered into with the Company. The Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries further agree to promptly notify the Purchaser of the receipt of any oral or their respective Representatives after the date hereofwritten offer, indication of interest, proposal, or inquiry relating to an Acquisition Transaction.

Exclusive Dealing. (a) During the period from the date of this Agreement to until the earlier of the Closing and Date or the termination of this Agreement in accordance with Article 9Section 11.1, the Seller Parent shall not, and shall cause each of the Company and the Company Subsidiaries, its other Affiliates and their respective Representatives Transferred Companies not to, directly or indirectlytake, (a) nor shall Parent permit any of its controlled Affiliates to: (i) initiatesolicit, solicit initiate discussions or engage in negotiations with, or knowingly encourage proposals, expressions of interest, offers or inquiries from, any Person (whether such negotiations are initiated by ▇▇▇▇▇▇, a Transferred Company, a controlled Affiliate of Parent, a third party or otherwise), other than Purchaser, its Affiliates, or their respective Representatives, relating to the submission possible acquisition of any proposals material portion of the equity or offers with respect toassets of the Transferred Companies or the Business (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) (an “Acquisition Transaction”); (ii) participate in provide non-public information or documentation with respect to the Transferred Companies or the Business to any discussions Person, other than Purchaser, its Affiliates, or negotiations regarding or their respective Representatives, relating to, to an Acquisition Transaction; or (iii) enter into any Contract, letter of intent intent, agreement or agreement in principle understanding with any third party relating to, (A) any direct or indirect acquisition of any assets of the Company (including equity securities of the Company Subsidiaries) or any Equity Interests of the CompanyPerson, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consentPurchaser, its Affiliates, or (B) a mergertheir respective Representatives relating to an Acquisition Transaction; provided, amalgamationthat, joint venturenotwithstanding the foregoing, partnershipfor the avoidance of doubt, consolidationnothing in this Section 6.16 shall prohibit or restrict, dissolutionand an Acquisition Transaction shall not include, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar any transaction involving the Company sale of assets or any Company Subsidiaryequity of Parent, in each case, through including a single transaction change of Control of Parent or the sale of a series of related transactions (each majority of the foregoing transactions equity securities or series assets of transactions, an “Acquisition Transaction”), Parent to one or more unaffiliated third parties. (b) 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 transactions contemplated by this Agreement). The Seller Parent shall, and shall cause the Company Transferred Companies and the Company Subsidiaries Parent’s controlled Affiliates and shall direct their respective Representatives to, (i) immediately cease and cause to be terminated any activities, and all existing discussions or negotiations that are ongoingwith any Person (other than Purchaser, its Affiliates and their Representatives) with respect to any proposed Acquisition Transaction and (ii) immediately revoke or withdraw access of any Person (other than Purchaser, its Affiliates and their Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Transferred Companies or the Business in connection with an Acquisition Transaction and request from each Person (other than Purchaser, its Affiliates and their Representatives) who has received non-public information in connection with a proposed Acquisition Transaction the prompt return or destruction of any documents and all such non-public information with respect to the Transferred Companies or the Business previously provided to any such Person in connection with such discussionsa proposed Acquisition Transaction. (c) Parent shall promptly notify Purchaser orally and in writing after receipt by Parent, and terminate access to the Transferred Companies or any data rooms previously provided to of their Affiliates or Representatives, of any third parties in connection with any proposal of an Acquisition Transaction. The Seller Such notice shall immediately notify describe the Buyer material terms and conditions of such proposed Acquisition Transaction. Parent shall keep Purchaser reasonably informed of the existence status and details of any proposal such proposed Acquisition Transaction (including changes to the material terms or inquiry received by the Company and the Company Subsidiaries or their respective Representatives after the date hereofother material developments).

Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with Article 9Interim Period, the Seller shall not, and shall cause each of the Company and the Company Subsidiaries, its other Affiliates Subsidiaries and any of its and their respective Affiliates, officers, directors, employees and Representatives not to, directly or indirectly, (a) (i) solicit, initiate, solicit knowingly encourage, facilitate, support, entertain or encourage induce the submission making of any inquiries, proposals or offers with respect tofrom, (iib) knowingly engage in, participate in in, maintain or continue communications, discuss or negotiate with, or provide any discussions or negotiations regarding or relating nonpublic information to, or (iiic) enter into any Contract, letter of intent or any other non-binding or binding agreement with, in principle with each case, any third party Person (other than Buyer) relating toto any transaction involving the Company or its Subsidiaries however structured, (A) any direct or indirect acquisition including the sale of any a material portion of the assets of the Company or its Subsidiaries (including equity securities other than sales of inventory in the Ordinary Course), or the sale of any Equity Securities of the Company or its Subsidiaries) , or any Equity Interests of the Company, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series of related transactions (each of the foregoing transactions or series of transactions, an “Acquisition Transaction”), or (b) 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 transactions contemplated by this Agreement)its Subsidiaries. The Seller shall, and shall cause the Company and its Subsidiaries and any of its and their Affiliates, officers, directors, employees and Representatives to, use reasonable best efforts to assign to Buyer as of the Closing all of Seller’s, the Company’s and its Subsidiaries’ and each of their Affiliates’ rights, including with respect to confidential information of the Company and its Subsidiaries and rights to enforce any covenants restricting the solicitation of employees of the Company and its Subsidiaries or any similar obligations of third parties, under any confidentiality agreement, non-disclosure agreement or similar arrangement entered into with a third party in connection with a possible acquisition transaction or acquisition proposal involving the Company and its Subsidiaries. Following the execution of this Agreement, (i) Seller shall, and shall cause the Company and its and their respective Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted or that are ongoing, may be ongoing before the date of this Agreement with any Person or its Representatives with respect to any alternative transaction of the type described herein and (ii) promptly request the prompt return or destruction of any documents all confidential information previously furnished in connection therewith and information provided immediately terminate all physical and electronic data room access previously granted to any such Person in connection with such discussionsor its Representatives, and terminate including any access granted to any data rooms previously provided to any third parties in connection with any Acquisition Transaction. The Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries or their respective Representatives after the date hereofData Room.

Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with Article 9Pre-closing Period, the Seller Company shall notnot take, and nor shall cause each it permit any of the Company and the Company Subsidiariesits officers, its directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other Affiliates and their respective Representatives not toagents to take, directly any action to solicit, encourage, initiate or indirectly, (a) (i) initiate, solicit or encourage the submission of any proposals or offers with respect to, (ii) participate engage in any discussions or negotiations regarding or relating towith, or (iii) provide any information to or enter into any Contract, letter of intent or agreement in principle with any third party relating toPerson (other than Parent, (AMerger Sub and/or their respective Affiliates) concerning any direct or indirect acquisition purchase of any assets of the Company (including Company’s equity securities of the Company Subsidiaries) or any Equity Interests merger, tender offer, stock sale, sale of the substantial assets or similar transaction involving any Group Company, other than those transactions that would not constitute a breach the exercise of Section 7.1(b) or Section 7.1(c) if taken without outstanding options and other than assets sold in the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, ordinary course of business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series of related transactions (each of the foregoing transactions or series of transactionssuch acquisition transaction, an “Acquisition Transaction”); provided, or (b) assist any third party in preparing or soliciting an offer relating in any way to an Acquisition Transaction (in however, that each case other than with respect of Parent and Merger Sub hereby acknowledges that prior to the transactions contemplated by date of this Agreement), the Company has provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction. The Seller Company shall, and shall cause the Company and the Company each of its Subsidiaries and their respective Representatives to, to immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Acquisition Transaction and request from each Person that are ongoing, request has executed a confidentiality agreement with the Company the prompt return or destruction of any documents and all confidential information provided previously furnished to any such Person in connection with such discussions, or its representatives and terminate access by each such Person and its representatives to any online or other data rooms previously provided containing any information in respect of the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may respond to any third parties unsolicited proposal regarding an Acquisition Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and is unable to provide any information related to the Group Companies or entertain any proposals or offers or engage in connection with any negotiations or discussions concerning an Acquisition TransactionTransaction for as long as such definitive agreement remains in effect. The Seller Company shall immediately notify the Buyer of the existence promptly (but in any event within 24 hours) advise Parent of any proposal or inquiry received by the Company regarding an Acquisition Transaction and the Company Subsidiaries or their respective Representatives after terms and conditions of any such proposal and the date hereofidentity of the Person making any such proposal and shall keep Parent informed on a current basis in all material respects of the status and details of any such proposal.

Exclusive Dealing. During the period from From the date of this Agreement to until the Effective Time or the earlier of the Closing and the termination of this Agreement in accordance with Article 9pursuant to Section 8.01, the Seller Sellers and the Company shall not, and shall cause each not permit any of the Subsidiaries or any of their respective directors, officers, employees, agents, representatives and Affiliates to, take any action to encourage, initiate, continue or engage in discussions or negotiations with, solicit any inquiries or proposals from, provide any information to, or enter into or consummate any agreement with, any Person (other than Buyer, Merger Sub and Buyer’s Representatives) concerning any purchase of the Company and the Stock, Convertible Notes, Common Exchangeable Shares, Company SubsidiariesWarrants, its Company Options or any other Affiliates and their respective Representatives not to, directly capital stock or indirectly, equity interests (awhether newly issued or currently outstanding) (iother than the exercise of Company Options by existing holders) initiate, solicit or encourage the submission of any proposals or offers with respect to, (ii) participate in any discussions or negotiations regarding or relating to, or (iii) enter into any Contract, letter of intent or agreement in principle with any third party relating to, (A) any direct or indirect acquisition of any assets of the Company (including equity securities or any of the Company Subsidiaries) or , any Equity Interests of the Company, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offerbusiness combination, recapitalization, reorganization, share exchange, business combination sale of substantial assets or similar transaction involving the Company or any of the Subsidiaries (other than products or services sold in the ordinary course of business consistent with past practice) or the liquidation, dissolution or reorganization of the Company Subsidiaryor any of the Subsidiaries. The Sellers and the Company shall promptly notify Buyer if any such discussions or negotiations are initiated or continued with, in each caseany such inquiries or proposals are received by, through a single transaction or a series any such information is requested from, the Sellers, Company, any of related transactions (each the Subsidiaries, or any of their respective directors, officers, employees, agents, representatives and Affiliates, including the terms of any of the foregoing transactions or series and, unless prohibited under the terms of transactions, an “Acquisition Transaction”), or (b) assist any third party agreement in preparing or soliciting an offer relating in any way to an Acquisition Transaction (in each case other than with respect effect prior to the transactions contemplated by execution and delivery of this Agreement). The Seller shall, and shall cause the Company and the Company Subsidiaries and their respective Representatives to, immediately cease any activities, discussions or negotiations that are ongoing, request the prompt return or destruction of any documents and information provided to any Person in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with any Acquisition Transaction. The Seller shall immediately notify the Buyer identity of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries or their respective Representatives after the date hereofparties involved.

Exclusive Dealing. During the period from From and after the date of this Agreement to hereof, until the earlier of the Closing and or the termination of this Agreement in accordance with Article 9its terms, each Seller and the Seller Company shall not, and shall cause each of the Company Seller and the Company Subsidiariesshall cause its members, its other managers, officers, directors, employees, and Affiliates and their respective Representatives not to, directly or indirectly, (a) (i) discuss, respond to, initiate, solicit solicit, or encourage the submission (including by way of any proposals furnishing information or offers with respect to, (ii) participate in any discussions or negotiations regarding or relating to, or (iii) enter entering into any Contracta confidentiality agreement, letter of intent intent, purchase agreement, merger agreement, or other similar agreement in principle with any third party relating toPerson other than Purchaser with respect to a possible sale or other disposition (whether by merger, (Areorganization, recapitalization, liquidation, or otherwise) of all or any direct part of the equity or indirect acquisition assets of any assets of the Acquired Company with any other Person (including equity securities of the Company Subsidiariesan “Acquisition Proposal”) or provide any Equity Interests of the Companyinformation to any third party, other than those transactions information which is traditionally provided, in the ordinary course of such Acquired Company’s business operations, to third parties where such Acquired Company and its managers, members, officers, directors, and Affiliates have no reason to believe that would not constitute a breach such information may be utilized to evaluate any such possible sale or other disposition of Section 7.1(b) the equity or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving assets of any Acquired Company. Each Seller and the Company or shall, and each Seller and the Company shall cause its members, managers, officers, directors, employees, and Affiliates to, immediately cease and cause to be terminated any Company Subsidiaryand all contacts, in each casediscussions, through a single transaction or a series of related transactions activities, and negotiations with third parties any Acquisition Proposal (each of the foregoing transactions or series of transactions, an “Acquisition Transaction”), or (b) 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 pursuant to the transactions contemplated by this Agreement). The Seller shall, and Company shall cause the Company and the Company Subsidiaries and their respective Representatives to, immediately cease promptly request that any activities, discussions or negotiations that are ongoing, request the prompt return or destruction of any documents and information provided to any Person third party (other than Purchaser and its representatives) in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with the consideration of any Acquisition TransactionProposal be immediately returned to the Company. The Seller shall immediately Company will promptly notify the Buyer Purchaser, orally and in writing, of the existence and terms of any proposal or inquiry received by communications with the Company and the Company Subsidiaries or their respective Representatives Acquired Companies after the date hereofhereof by any third party relating to an Acquisition Proposal.

Exclusive Dealing. During the period from the date of this Agreement Prior to the earlier of the Closing and or the termination of this Agreement in accordance with Article 9Agreement, the Seller Company and Sellers shall not, and shall cause their respective controlled Affiliates and each of the Company and the Company Subsidiaries, its other Affiliates and their respective Representatives officers, managers, directors, and employees (and shall use its reasonable efforts to cause their respective other Representatives) not to, directly or indirectly, (a) (i) solicit, initiate, solicit engage in discussions or encourage the submission of negotiate with any proposals or offers with respect to, Person (ii) participate in any whether such discussions or negotiations regarding are initiated by them or otherwise) regarding, knowingly encourage, accept or take any other action to facilitate any proposal of any Person, other than Purchaser and their officers, managers, directors, employees, advisors and representatives, relating to, or to (iii) enter into any Contract, letter of intent or agreement in principle with any third party relating to, (Ai) any direct or indirect acquisition sale, issuance or other disposition of any equity interests of Company or Company’s equity interest in ATAX, (ii) any direct or indirect sale, license or other disposition of all or any material portion of the assets of the Company; or (iii) any merger, consolidation or similar business combination transaction involving, directly or indirectly, Company or Sellers with respect to their equity interests in ATAX (including each, an “Alternative Transaction”); (b) provide any confidential information with respect to Company or Company’s equity securities of the Company Subsidiaries) or interest in ATAX to any Equity Interests of the CompanyPerson, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consentPurchaser and its Representatives, in connection with an Alternative Transaction; or (Bc) a mergerenter into any agreement (whether or not binding or definitive) with any Person, amalgamationother than Purchaser and its Representatives, joint ventureproviding for an Alternative Transaction. Prior to the earlier of the Closing or the termination of this Agreement, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series of related transactions (each of the foregoing transactions or series of transactions, an “Acquisition Transaction”), or (b) 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 transactions contemplated by this Agreement). The Seller Company and Sellers shall, and shall cause the Company its controlled Affiliates and the Company Subsidiaries its and their respective Representatives officers, managers, directors and employees (and shall use its reasonable efforts to cause its and their respective other Representatives) to, immediately cease suspend any activities, and all discussions or negotiations that are ongoingwith any party, request the prompt return or destruction of any documents other than Purchaser and information provided its Representatives, with respect to any Person in connection with such discussionsAlternative Transaction. In furtherance (but not limitation) of the foregoing each of Company and Sellers shall, and terminate shall cause its controlled Affiliates to, not grant any Person access to any data rooms previously provided (whether virtual or physical) related to any third parties in connection with any Acquisition an Alternative Transaction. The Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the , other than Purchaser and its Representatives, Company and the Company Subsidiaries or Sellers and their respective Representatives after the date hereofRepresentatives.

Exclusive Dealing. (a) During the period from the date of this Agreement to hereof through the Closing or the earlier of the Closing and the termination of this Agreement in accordance with Article 9pursuant to Section 8.01, the Seller Company, the Representative and each Equityholder (i) shall not, and the Company shall cause each of the Company and the Company Subsidiaries, its other Affiliates Group Companies and their respective Representatives equityholders, directors, managers, officers, employees, agents or representatives not to, directly solicit, encourage, initiate or indirectlyengage in discussions or negotiations with, (a) (i) initiate, solicit or encourage the submission of provide any proposals or offers with respect information to, (ii) participate in any shall terminate, and the Company shall cause the Group Companies and their respective equityholders, directors, managers, officers, employees, agents or representatives to terminate, all existing discussions or negotiations regarding or relating towith, or (iii) enter into any Contract, letter provision of intent or agreement in principle with any third party relating information to, (A) any direct or indirect acquisition of any assets of the Company (including equity securities of the Company Subsidiaries) or any Equity Interests of the Company, other than those transactions that would not constitute a breach of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction any third party (other than Acquiror, ▇▇▇▇▇▇ Sub, Acquiror’s Representatives and the Stockholders, Warrantholder and the Optionholders, and solely in relation to the transactions contemplated hereunder) concerning any issuance or a series of related transactions (each purchase of the foregoing Company Shares or any recapitalization, refinancing, business combination, merger, consolidation or sale or license of all or substantially all of the assets of the Company and its Subsidiaries or similar transactions or series involving the Company (other than assets sold in the ordinary course of transactions, business consistent with past practice) (an “Acquisition Transaction”). In addition, during the period from the date hereof through the Closing or (b) assist any third party in preparing or soliciting an offer relating in any way the earlier termination of this Agreement pursuant to an Acquisition Transaction (in Section 8.01, the Company, the Representative and each case other than with respect to the transactions contemplated by this Agreement). The Seller shallEquityholder, shall not, and the Company shall cause the Company and the Company Subsidiaries Group Companies and their respective Representatives equityholders, directors, managers, officers, employees, agents or representatives not to, immediately cease provide any activitiesnonpublic information regarding the Group Companies (including this Agreement or other materials containing Acquiror’s proposal) to any other Person (other than Acquiror and its representatives) or enter into any Acquisition Transaction or any agreement, discussions memorandum of understanding, letter of intent or negotiations that are ongoingsimilar document or arrangement relating thereto, request the prompt return or destruction of excluding any documents and information provided to any Person in the ordinary course of business which is unrelated to an Acquisition Transaction. (b) The Company agrees not to release, and to cause the Group Companies not to release, any third party from the confidentiality provisions of any agreement to which the Company or any other Group Company is a party and which was entered into in connection with such discussionsthe consideration of an Acquisition Transaction. (c) Immediately upon execution of this Agreement, the Company and Representative shall, and shall cause their directors, managers, officers, employees, agents and representatives to, (i) terminate any and all existing discussions or negotiations with any Person other than Acquiror and its Affiliates regarding an Acquisition Transaction and (ii) terminate access to any virtual data rooms previously room and request that each Person to which the Company, or any of its investment bankers, directors, managers, officers, employees, agents and representatives, has provided information relating to any third parties the Group Companies and has afforded access to, and engaged in discussions with, in connection with any a proposed Acquisition Transaction. The Seller shall immediately notify , promptly return or destroy any such information in accordance with the Buyer terms of the existence confidentiality agreement such Person entered into with the Company. (d) The Company shall promptly (and in any event, within twenty-four (24) hours) notify Acquiror if the Company, the Representative or any of their directors, managers, officers, employees, agents, representatives, bankers, attorneys or accountants or any Equityholder receives after the date of this Agreement, any proposal or inquiry received by offer regarding an Acquisition Transaction or any indications of interest or requests for information in respect of an Acquisition Transaction, including any updates or modifications thereto (which updates or modifications shall be provided to Acquiror within twenty-four (24) hours of receipt thereof) and shall include in such notice the Company identity of the Person making such proposal or offer, the terms and the Company Subsidiaries or their respective Representatives after the date hereofconditions thereof and a copy of all written materials provided in connection therewith.

Exclusive Dealing. During the period from the date of this Agreement to through the earlier of the Closing and or the termination of this Agreement in accordance with Article 9its terms, Seller and the Seller Company shall not, not take and shall cause each the other Group Companies not to take, nor shall they direct any of the Company and the Company Subsidiariestheir Affiliates, its officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or other Affiliates and their respective Representatives not toagents to take, directly any action to solicit, initiate or indirectly, (a) (i) initiate, solicit or encourage the submission of any proposals or offers with respect to, (ii) participate engage in any discussions or negotiations regarding or relating towith, or (iii) provide any information to or enter into any Contract, letter of intent or agreement in principle with any third party relating toPerson (other than Buyer and/or its Affiliates, (Aofficers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any direct or indirect acquisition purchase of any assets of the Company (including equity securities of the Company Subsidiaries) or any Equity Interests of the Company’s equity securities or any merger, other than those transactions that would not constitute a breach sale of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consentall, or (B) a mergersubstantially all, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, of the its assets outside of the ordinary course of business combination or similar transaction involving or relating to the Company or any Company SubsidiaryGroup Companies, other than assets sold in each case, through a single transaction or a series the ordinary course of related transactions business (each of the foregoing transactions or series of transactionssuch acquisition transaction, an “Acquisition Transaction”), or and Seller, and its Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants and other agents, shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any Person conducted heretofore with respect to any such Acquisition Transaction. Notwithstanding the foregoing, (bi) assist any third party Buyer hereby acknowledges that prior to the date of this Agreement, Seller and the Company has provided information related to the Group Companies and has afforded access to, and engaged in preparing or soliciting an offer relating discussions with, other Persons in any way connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction (in each case other than with respect to the transactions contemplated without any breach by this Agreement). The Seller shall, and shall cause or the Company of this Section 6.4, (ii) subject to clause (iii) below, Seller and the Company Subsidiaries and their respective Representatives to, immediately cease any activities, discussions or negotiations that are ongoing, request the prompt return or destruction of any documents and information provided may respond to any Person in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with any unsolicited proposal regarding an Acquisition Transaction. The Transaction by indicating that each of Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies or their respective Representatives after entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as this Agreement remains in effect, and (iii) Seller shall promptly, and in any event no later than two (2) Business Days of Seller’s or the date hereofCompany’s receipt of an unsolicited proposal regarding an Acquisition Transaction, notify Buyer of such proposal made, including reasonable details thereof.

Exclusive Dealing. During the period from the date of this Agreement to Date through the earlier of the Closing and the termination of this Agreement in accordance with Article 9its terms, the Seller Group Companies shall notnot take, and nor shall cause each any of the Company and the Company SubsidiariesGroup Companies permit any of its respective Affiliates, its officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or other Affiliates and their respective Representatives not toagents to take, directly or indirectlyany action to solicit, (a) (i) encourage, initiate, solicit facilitate or encourage the submission of any proposals engage in (or offers with respect to, (iicontinue to engage in) participate in any discussions or negotiations regarding or relating towith, or (iii) provide any information to or enter into any Contract, letter of intent agreement or agreement in principle understanding (whether or not binding) with any third party relating toPerson (other than Acquirer and/or its respective Affiliates, (Aofficers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any direct issuance or indirect acquisition purchase of any assets of the Company (including Company’s equity securities or any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction, sale, lease, license, exchange or other disposition of assets outside of the Company Subsidiaries) ordinary course of business or similar transaction involving or relating to any Equity Interests of the Group Company, other than those transactions that would not constitute a breach assets sold in the ordinary course of Section 7.1(b) or Section 7.1(c) if taken without the Buyer’s consent, or (B) a merger, amalgamation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any Company Subsidiary, in each case, through a single transaction or a series of related transactions consistent with past practice (each of the foregoing transactions or series of transactionssuch acquisition transaction, an “Acquisition Transaction”), or (b) assist and the Unitholders, the Group Companies, and their respective Affiliates, officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants and other agents, shall immediately cease and cause to be terminated all existing discussions, negotiations and other communications with any third party in preparing or soliciting an offer relating in Person conducted heretofore with respect to any way such Acquisition Transaction. Notwithstanding the foregoing, the Unitholders and the Group Companies may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that the Unitholders and the Group Companies are subject to an exclusivity agreement and are unable to provide any information related to the Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as this Agreement remains in effect. The Company shall promptly (and in each case other than any event within one (1) Business Day after receipt thereof by any Group Company or its representatives) advise Acquirer orally and in writing of any proposal regarding an Acquisition Transaction, any request for information with respect to any Acquisition Transaction, or any inquiry with respect to or which would reasonably be expected to result in an Acquisition Transaction and the transactions contemplated by this Agreement)identity of the Person making the same. The Seller shall, and shall cause the Company Unitholders and the Company Subsidiaries agree that the rights and their respective Representatives toremedies for noncompliance with this Section 5.4 shall include having such provision specifically enforced by any court having equity jurisdiction, immediately cease it being acknowledged and agreed that any activities, discussions such breach or negotiations threatened breach shall cause irreparable injury to Acquirer and that are ongoing, request the prompt return or destruction of any documents and information provided money damages would not provide an adequate remedy to any Person in connection with such discussions, and terminate access to any data rooms previously provided to any third parties in connection with any Acquisition Transaction. The Seller shall immediately notify the Buyer of the existence of any proposal or inquiry received by the Company and the Company Subsidiaries or their respective Representatives after the date hereofAcquirer.