Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. From the date hereof to the Closing Date or the earlier date, if any, on which this Agreement is terminated pursuant to Article VII of this Agreement, the Company shall not (nor shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives to), directly or indirectly, (a) 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, knowingly facilitate or encourage, engage in discussions or negotiations with, or furnish information regarding the Company to, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, other than the transactions contemplated by this Agreement, (i) any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity or other similar transaction involving the Company or any subsidiary of the Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license or other disposition of a material portion of the assets of the Company or any subsidiary of the Company, or (iii) any sale or transfer of shares of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”). The Company shall promptly notify Parent of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made 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 Company agrees not to release any 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 Company is a party.

Exclusive Dealing. From (a) During the period from the date hereof of this Agreement to the earlier of the Closing Date or and the earlier date, if any, on which termination of this Agreement is terminated pursuant to in accordance with Article VII of this AgreementVIII, the Parent and Company shall not (nor and shall it permit its directorscause each of their respective Affiliates and representatives, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives agents and advisors not to), directly or indirectly, (ai) accept (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 Transactions contemplated by this Agreement). (b) Parent and Company shall, and shall cause each of their respective Affiliates and representatives, agents and advisors to, immediately cease and cause to be terminated any existing negotiations 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 confidential information in its possession and terminate access to “data rooms” provided to such Person in connection with such discussions or negotiations. (c) Parent and Company shall notify Purchaser promptly, but in any event within twenty-four (24) hours, orally and in writing if any proposal or offer outstanding as of the date hereof or received at any time hereafter from any other party with respect to consummate a Competing an Acquisition Transaction, or (b) solicit, initiate, knowingly facilitate or encourage, engage in discussions or negotiations with, or furnish information regarding the Company to, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, other than the transactions contemplated by this Agreement, (i) any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity inquiry or other similar transaction involving the Company or any subsidiary of the Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license or other disposition of a material portion of the assets of the Company or any subsidiary of the Company, or (iii) any sale or transfer of shares of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”). The Company shall promptly notify Parent of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made and shall, in any is made. Any such notice to Parent, Purchaser shall 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 other contact. The Company agrees not to release any 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 Company is a party.

Exclusive Dealing. From the date hereof to the Closing Date or the earlier date, if any, on which this Agreement is terminated pursuant to Article VII of this AgreementDate, the Company shall not (nor shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives to), directly or indirectly, (a) 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, knowingly facilitate or encourage, engage in discussions or negotiations with, or furnish information regarding the Company to, any person other than Parent and its Affiliates and -40- representatives with respect to a Competing Transaction. A Competing Transaction means, other than the transactions contemplated by this Agreement, (i) any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity or other similar transaction involving the Company or any subsidiary of the Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license or other disposition of a material portion of the assets of the Company or any subsidiary of the Company, or (iii) any sale or transfer of shares securities (including securities exercisable for or convertible into equity securities) of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”). The Company shall promptly (and in any event within 24 hours of receipt) notify Parent of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made 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 Company agrees not to release any 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 Company is a party.

Exclusive Dealing. From the date hereof to the Closing Date or the earlier dateClosing, if anySeller shall, on which this Agreement is terminated pursuant to Article VII of this Agreement, and shall cause the Company shall not (nor shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives to), directly or indirectly, (a) accept or enter into any agreement with respect to any proposal or offer outstanding as and each of the date hereof or received at any time hereafter from any other party to consummate a Competing Transaction, or (b) solicit, initiate, knowingly facilitate or encourage, engage in discussions or negotiations with, or furnish information regarding the Company their respective Representatives to, immediately cease any person other than Parent and its Affiliates and representatives action that may be ongoing with respect to a Competing Transaction. A “Competing Transaction means, Transaction” means any of the following involving the Company or its Affiliates (other than the transactions contemplated by this Agreement, hereby): (i) any merger, consolidation, share stock exchange, recapitalizationstock sale, or establishment of or investment in another legal entity business combination, or other similar transaction involving the Company or any subsidiary of the Companytransaction, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license transfer or other disposition of a material portion of the assets of the Company or any subsidiary Affiliate thereof or issuance of Capital Stock of the CompanyCompany or any Affiliate thereof, (iii) any tender offer or exchange offer for outstanding Capital Stock of the Company or any Affiliate thereof or (iv) any agreement or public announcement of a proposal, plan or intention to do any of the foregoing. Seller shall not, and shall cause the Company and their respective Representatives not to (i) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the 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 Competing Transaction or, agree to or endorse any Competing Transaction or (iii) authorize any sale or transfer of shares of the Company or a subsidiary of the Company persons to take any such action. Seller immediately shall (in each case, a “Competing Transaction”). The Company shall promptly A) notify Parent in writing of any inquiries or the making of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made 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 Company agrees not to release any third party fromthat constitutes, or waive may reasonably be expected to lead to any provision of, Competing Transaction and (B) provide Parent with copies of any confidentiality written correspondence or standstill agreement (e.g., agreement not a detailed description of any unwritten inquiries relating to invest in or seek a change of control of the Company) to which the Company is a partysame.

Exclusive Dealing. (a) From the date hereof to of this Agreement until the earlier of the Closing Date or the earlier date, if any, on which termination of this Agreement is terminated pursuant to Article VII of this Agreementin accordance with its terms, the Company shall not, and shall cause the other Group Companies and its and their respective Representatives not to, directly or indirectly: (nor shall it permit its directorsi) solicit, officersinitiate, employeesseek, stockholdersknowingly encourage (including by means of furnishing or disclosing information), Affiliatesknowingly facilitate, financial advisorsaccept, attorneys, accountants or other representatives to)negotiate, directly or indirectly, any inquiry, proposal or offer (awhether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into, participate in or continue in any discussions or negotiations with any third party in connection with or related to, or approve, accept, or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal; (iv) prepare, submit, file or take any steps in connection with a public or other offering or sale of any Equity Securities of any Group Company (or any Affiliate, current or future parent entity or successor of any Group Company), including making any filings or confidential submissions to the SEC related there or filing or submitting a registration statement (or similar document) with the SEC or make any public statement, announcement or filing with respect to a potential or actual offering of securities, other than as expressly contemplated by this Agreement or any Ancillary Document; (v) consummate any Company 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; 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) 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 not, and each of them shall cause their Representatives not to, directly or indirectly: (i) solicit, initiate, seek, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, accept, or negotiate, directly or indirectly, any 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 agreement 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 respect to an offering of any proposal securities of Pathfinder (or offer outstanding as any controlled Affiliate or successor of the date hereof Pathfinder), other than expressly contemplated by this Agreement or received at any time hereafter from Ancillary Document; (v) consummate any other party to consummate a Competing TransactionPathfinder Acquisition Proposal; or (vi) otherwise cooperate in any way with, or (b) solicitassist or participate in, initiate, or knowingly facilitate or encourageencourage any effort or attempt by any Person to do or seek to do any of the foregoing. Pathfinder agrees to (A) terminate, engage in and cause its Representatives to terminate, any and all existing discussions or negotiations with, with any Person or furnish information regarding the Company to, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, group of Persons other than the transactions contemplated by this AgreementCompany regarding a Pathfinder Acquisition Proposal, (iB) any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity or other similar transaction involving notify the Company or any subsidiary of the Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license or other disposition of a material portion of the assets of the Company or any subsidiary of the Company, or (iii) any sale or transfer of shares of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”). The Company shall promptly notify Parent upon receipt of any proposal or offer regarding a Competing TransactionPathfinder Acquisition Proposal by any Pathfinder Party, and of each inquiry or contact with any Person with respect thereto, made and shall, in any such notice to Parent, indicate in reasonable detail describe the identity of the Person making such proposal, offer, inquiry or contact and the material terms and conditions of any such proposalPathfinder 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, offerif extended in writing, inquiry and (C) keep the Company reasonably informed on a current basis of any modifications to such offer or contact. The 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 prohibit the Company, 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 inquiring about a possible Company agrees not to release any third party fromAcquisition Proposal or Pathfinder Acquisition Proposal, or waive any provision ofas applicable, any confidentiality or standstill agreement (e.g., agreement not to invest in or seek a change of control of the Company) to which existence of the Company is a partycovenants and agreements contained in this Section 4.6.

Exclusive Dealing. From During the period from the date hereof to of this Agreement until the earlier of the Closing Date or the earlier date, if any, on which termination of this Agreement is terminated pursuant to Article VII of this Agreementin accordance with its terms, neither Seller nor the Company shall not (take, nor shall it either authorize or permit its directorsany of their respective Affiliates, officers, directors, employees, stockholdersrepresentatives, Affiliatesconsultants, financial advisors, attorneys, accountants or other representatives agents (collectively, the “Company Representatives”) to), directly or indirectly, : (a) 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 (bi) solicit, initiate, knowingly facilitate enter into, participate in or encourage, continue any discussions or engage in discussions negotiations with any Person (whether such negotiations are initiated by the Company, an Affiliate, a third party, a Company Representative or negotiations withotherwise), or furnish information regarding the Company to, any person other than Parent and Buyer or its Affiliates and representatives Affiliates, relating to an Acquisition Transaction; (ii) provide non-public information or documentation with respect to a Competing Transaction. A Competing Transaction meansany Group Company to any Person, other than Buyer or its Affiliates or its or their representatives, relating to an Acquisition Transaction; (iii) encourage the transactions contemplated 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 this Agreement, a Person (iother than Buyer): (a) for any merger, consolidation, share exchange, business combination, joint venture, liquidation, dissolution, recapitalization, or establishment of or investment in another legal entity reorganization or other similar transaction directly or indirectly involving the Company or any subsidiary of the Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license its Subsidiaries or other disposition of a material portion of its equityholders pursuant to which the assets equityholders of the Company or any subsidiary 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; (iiid) for the acquisition or exchange of any sale or transfer of shares material assets of the Company or a subsidiary of the Company Group Companies (in each case, a “Competing Transaction”). The Company shall promptly notify Parent of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made and shall, in other than any such notice to Parent, indicate transactions 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 Company agrees not to release any 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 ordinary course of the Company’s business, but which in any event do not exceed 10% of the Group Companies’ consolidated assets or revenues, individually or in the aggregate); or (e) to which for any transaction similar to, or having a similar effect as, any of the Company is transactions described in the foregoing clauses (a), (b), (c) or (d); and in any of the preceding clauses, in one transaction or in a partyseries of transactions.

Exclusive Dealing. From The Company agrees that from the date hereof to of this Agreement and until the earlier of the Closing Date or and the earlier date, if any, on which date that this Agreement is terminated pursuant to in accordance with Article VII of this AgreementVII, neither the Company shall not (nor shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives to)any Company Subsidiary shall, directly or indirectly, and the Company shall instruct its Affiliates and Representatives not to, (a) 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, knowingly or encourage the submission of proposals, offers or inquiries from any Person with respect to, (b) enter into, participate in, maintain or continue any communications or ongoing discussions or negotiations or any agreement regarding, (c) furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, engage in discussions any effort or negotiations withattempt by any Person to effect, or furnish information regarding the Company (d) agree to, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction meansaccept, other than the transactions contemplated by this Agreementapprove, endorse or recommend, (ie) enter into any merger, consolidation, share exchange, recapitalization, letter of intent or establishment any other Contract contemplating or otherwise relating to or (f) submit to the vote of the holders of Capital Stock or investment any equity interests in another legal entity or other similar transaction involving the Company or any subsidiary of the CompanyCompany Subsidiary, any (iii) any saleliquidation, lease, exchange, mortgage, pledge, transfer, non-ordinary license dissolution or other disposition of a material portion of the assets recapitalization of the Company or any subsidiary the Company Subsidiaries or (ii) acquisition or purchase of all or a significant portion of the Companyassets, or (iii) any sale or transfer of shares of material equity interest in, the Company or any Company Subsidiary (including any sale structured as a subsidiary of the Company merger, consolidation or similar business combination) with any Person, in any case other than Parent, its Affiliates and their respective representatives (in each caseeach, 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 promptly notify provide prompt, but in any event within two (2) Business Days, notice to Parent of (x) the receipt of any proposal proposal, communication or offer regarding a inquiry with respect to any Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made 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 (y) the terms and conditions of such Competing Transaction and (z) the identity of such Person making any such proposal, offer, communication or inquiry or contact. The Company agrees not with respect to release any 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 Company is a partysuch Competing Transaction.

Exclusive Dealing. From the date hereof to the Closing Date or the earlier date, if any, on which this Agreement is terminated pursuant to Article VII of this AgreementDate, the Company shall not (nor shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives to), directly or indirectly, (a) 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, knowingly facilitate or encourage, engage in discussions or negotiations with, or furnish information regarding the Company to, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, other than the transactions contemplated by this Agreement, (i) any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity or other similar transaction involving the Company or any subsidiary of the Company, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license or other disposition of a material portion of the assets of the Company or any subsidiary of the Company, or (iii) any sale or transfer of shares securities (including securities exercisable for or convertible into equity securities) of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”). The Company shall promptly (and in any event within 24 hours of receipt) notify Parent of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made 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 Company agrees not to release any 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 Company is a party.

Exclusive Dealing. From (a) The Company hereby agrees that from and after the date hereof to and until the Closing Date or the earlier date, if any, on which termination of this Agreement is terminated pursuant to Article VII of this Agreementin accordance with the terms hereof, neither the Company shall not (nor shall it permit any of its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants Affiliates or other representatives to)shall, directly or indirectly, : (a) 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 (bi) solicit, initiate, knowingly facilitate consider, encourage or encourage, engage in discussions accept any other proposals or negotiations with, offers from any Person (a) relating to any direct or furnish information regarding indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company to, any person other than Parent and its Affiliates and representatives with respect to a Competing Transaction. A Competing Transaction means, other than or assets of the transactions contemplated by this AgreementCompany, (ib) to enter into any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity exchange or other similar transaction involving business combination relating to the Company or (c) to enter into a recapitalization, reorganization or any subsidiary of other extraordinary business transaction involving or otherwise relating to the Company, ; or (ii) participate in any salediscussions, leaseconversations, exchange, mortgage, pledge, transfer, non-ordinary license negotiations or other disposition of a material portion 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 assets foregoing. (b) The 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 Company or any subsidiary of the Company, or (iii) any sale or transfer of shares of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”)foregoing. The Company shall promptly notify the Parent of promptly, but in any event within twenty-four (24) hours, orally and in writing if any such proposal or offer regarding a Competing Transactionoffer, and of each or any inquiry or other contact with any Person with respect thereto, made 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 contactis made. The Company agrees shall not to release any third party Person 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 Company is a party, without the prior written consent of Parent.

Exclusive Dealing. From the date hereof through the Closing, Seller Parent will, and 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 Date date hereof with respect to any proposed, potential or the earlier datecontemplated Alternative Transaction (as defined below). In addition, if anySeller Parent will not, on which this Agreement is terminated pursuant to Article VII and will direct its Affiliates and each of this Agreement, the Company shall its and their Affiliates’ respective Representatives not (nor shall it permit its directors, officers, employees, stockholders, Affiliates, financial advisors, attorneys, accountants or other representatives to), directly or indirectly, (a) accept solicit, initiate, or encourage the submission of, any proposal or 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 action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Transaction or (c) authorize, engage in, or enter into any agreement or understanding 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, knowingly facilitate or encourage, engage in discussions or negotiations with, or furnish information regarding the Company to, any person other than Parent and its Affiliates and representatives with respect to a Competing Alternative Transaction. A Competing Transaction meansFor purposes of this Section 5.19, other than the transactions contemplated by this Agreement, “Alternative Transaction” means (i) any merger, consolidation, share exchange, recapitalization, or establishment of or investment in another legal entity exchange or other similar transaction involving the Company all or any subsidiary material portion of the CompanyBusiness, (ii) any sale, lease, exchange, mortgage, pledge, transfer, non-ordinary license or other disposition sale of a any material portion of the assets of or issuance or sale of any equity interests in the Business or any material portion thereof (other than sales of inventory by the Company to its customers in the ordinary course of business consistent with past practice), (iii) any other business combination 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 any subsidiary of their respective Representatives which would reasonably be expected to prevent, impede or delay the consummation of the Companytransactions contemplated by this Agreement, or (iii) any sale or transfer of shares of the Company or a subsidiary of the Company (in each case, a “Competing Transaction”). The Company shall promptly notify Parent of any proposal or offer regarding a Competing Transaction, and of each inquiry or contact with any Person with respect thereto, made and shall, in case other than any such notice to Parent, indicate in reasonable detail the identity transaction with Buyer or any of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or contact. The Company agrees not to release any 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 Company is a partyits Affiliates.