Common use of No Shop Clause in Contracts

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent The Company agrees (a) that neither it nor any of its Subsidiaries shall, and nor shall cause each its or any of its Affiliates Subsidiaries' officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or except as may be required in the exercise of the fiduciary duties of the Company's directors to the Company or its shareholders after receiving advice from outside counsel, engage in any negotiations concerning, or provide any confidential information or data to, and shall cause its and their Representatives toor have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (ib) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.5; provided, however, that nothing contained in this Section 8.5 shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company's stockholders which, in the judgment of the Board of Directors of the Company after receiving advice of outside counsel, may be required under applicable law. From and after the execution of this Agreement, the Company shall immediately advise Investor in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Alternative Proposal (including the specific terms thereof and the identity of the other party or parties involved) and furnish to Investor within 24 hours of such receipt an accurate description of all material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) of any such written proposal in addition to any information provided to any third party relating thereto. In addition, the Company shall immediately advise Investor, in writing, if the Board of Directors of the Company shall make any determination as to any Alternative Proposal.

No Shop. Parent shall(a) Except as expressly set forth in this Section 6.10, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause prior to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor the Company will not, and will cause its Subsidiaries not to, and will not authorize, encourage, permit or instruct any of its representatives or Affiliates shallto, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage or assist in the making, submission of proposals or offers from announcement of, or take any Person relating action that could reasonably be expected to lead to, any sale proposal by Parent a third party (other than the Purchaser) to acquire any assets or its Affiliates of (x) a material amount capital stock of the Company (i) through any form of recapitalization transaction or any sale, merger, consolidation, business combination, tender or exchange offer, spin-off or liquidation, (ii) through a purchase of the assets of the BusinessCompany, including (iii) through a purchase of any shares of any class or series of capital stock or limited partnership interests in the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseOperating Partnership, or (yiv) through any equity interests in other transaction designed to acquire the Sellers (business of the Company, any assets or any Person that is required to be a Seller pursuant to Section 5.19) part thereof or any capital stock of the Company (each, an “Acquisition Proposal”); , (b) engage, continue or participate in any discussions or negotiations regardingnegotiations, or furnish provide any information to any Person (other Person than the Purchaser or the Purchaser’s representatives), regarding any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) agree to, approve, execute, enter into or become bound by any agreement, arrangement letter of intent or other contract or understanding with respect between or among the Company or any of its subsidiaries and any Person that is related to or provides for any Acquisition Proposal (each, an “Acquisition Agreement”). (The marketing of one of more of the Company’s existing properties for sale, and the negotiation of terms of any such sale, shall not be deemed to be soliciting, initiating, encouraging or assisting in an Acquisition Proposal. Parent , nor shall promptly (any agreement for the sale thereof be deemed to be an Acquisition Agreement.) The Company shall, and in shall direct its Affiliates and representatives to, immediately cease any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if solicitations, discussions or negotiations with any Person makes (other than the Purchaser) that has made or indicated an intention to make an Acquisition Proposal and request that each such Person destroy any proposal, offer, inquiry or contact with respect to any of the foregoinginformation in connection therewith.

No Shop. Parent shallSeller shall not, and shall cause each of its Affiliates tothe Companies and the Subsidiaries, and shall cause its their respective shareholders, members, managers, directors, officers, employees and their Representatives representatives (including, without limitation, investment bankers, attorneys and accountants) not to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation agent or otherwise, enter into, solicit, initiate, conduct or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in continue any discussions or negotiations regardingwith, or furnish to encourage any other Person any inquiries or proposals or offers by, provide information with respect to, or otherwise respond to, cooperate or encouragein any other way with, any effort Person or attempt by group, other than Buyer, concerning (i) any sale of all or any material portion of the assets (other Person to make an Acquisition Proposal; than as otherwise permitted under this Agreement) or the business of, or of any shares or equity securities in, any Company or any Subsidiary, (ii) any merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving any Company or any Subsidiary or (ciii) enter into any agreement, arrangement transaction that would have an effect similar to the transactions described in (i) or understanding (ii) (each such transaction being referred to herein as a “Proposed Acquisition Transaction”). Seller hereby represents that it is not now engaged in discussions or negotiations with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact other than Buyer with respect to any Proposed Acquisition Transaction. Seller shall not, and shall cause the Companies and the Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which they (or any of them) are a party in connection with any Proposed Acquisition Transaction. If Seller, any Company or any Subsidiary receives any inquiry relating to any Proposed Acquisition Transaction, Seller shall promptly notify the foregoingBuyer if any offer is made (including the terms of such offer) or if any discussions or negotiations are sought to be initiated with respect to any Proposed Acquisition Transaction.

No Shop. Parent shall(i) Subject to the other applicable provisions of this Section 6.4, commencing at 11:59 p.m. New York time on March 4, 2022 (the “No-Shop Period Start Date”) and continuing until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall cause each of its Affiliates tonot (whether through the Company Board or any committee thereof), and shall cause its Subsidiaries and Affiliates and each of its and their Representatives respective directors, officers and employees not to, and shall instruct and use its reasonable best efforts to cause its other Representatives not to, directly or indirectly, (iA) immediately cease solicit, initiate, propose, induce the making or submission of, or knowingly encourage or facilitate or otherwise cooperate or assist in any way any offer, inquiry or proposal that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, including by (1) providing or furnishing to any Person (other than Parent and cause its Representatives) any non-public information or data relating to be terminated the Company, any activitiesof its Subsidiaries or their respective businesses, properties or assets or (2) affording access to any personnel or any properties, assets, books or records of the Company or its Subsidiaries to any Person (other than Parent and its Representatives); (B) continue, enter into, engage in or otherwise participate in any discussions or negotiations with, or otherwise cooperate with or assist, any Person with respect to an (or its Representatives) regarding any Company Acquisition Proposal Proposals (as defined below) or any inquiryinquiries, expression of interest, proposal, offer offers or request for information proposals or any other effort or attempt that could reasonably be expected to lead to an a Company Acquisition Proposal), including (1) the entry into any agreement, agreement in principle, letter of intent or other arrangement (including any non-binding term sheet or similar arrangement) to consummate, or otherwise with respect to, any Company Acquisition Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to a Company Acquisition Proposal, or (ii2) terminate access by the approval or endorsement of any Company Acquisition Proposal, with respect to any inquiry, offer or proposal that could reasonably be expected to lead to a Company Acquisition Proposal or any agreement or other arrangement of the type described in the preceding clause (1); (C) grant a waiver, amendment or release (to the extent not automatically waived, amended or released upon announcement of, or entering into, this Agreement in accordance with the terms) of any pre-existing “standstill”, confidentiality or similar provision or fail to enforce any of the foregoing (provided that, from the No-Shop Period Start Date until earlier of the termination of this Agreement in accordance with its terms and the receipt of the Company Stockholder Approval, the Company and its Subsidiaries shall, subject to the other applicable provisions of this Section 6.4, be permitted to grant a limited waiver, amendment or release (to the extent not automatically waived or terminated upon the announcement of, or entry into, this Agreement) of any “standstill” or similar obligation of any third party with respect to the Company or any of its Subsidiaries to the extent necessary to allow such third party to make an unsolicited bona fide written Company Acquisition Proposal on a confidential basis to the Company Board if the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law and such Company Acquisition Proposal did not result from or arise out of a breach of any other provision applicable provision of this Section 6.4); (D) take any action to make any Takeover Laws, including Section 203 of the DGCL, inapplicable to any Company Acquisition Proposal or any Person to any physical or electronic data room or (other access to data of than Parent and its Affiliates) or (E) agree or resolve to take, in each case relating or take, any of the actions prohibited by clauses (A), (B), (C) or (D) of this sentence. Subject to or in connection withSection 6.4(b)(ii), an Acquisition Proposal at the No-Shop Period Start Date, (1) the Company shall immediately cease, and (iii) request any such Person cause its Subsidiaries and the Representatives of the Company and its representatives Subsidiaries to promptly return immediately cease, any and all discussions or destroy all confidential information concerning negotiations with any Persons (other than Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (aRepresentatives) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact conducted heretofore with respect to any of the foregoing, as well as any other activities described in Section 6.4(a), (2) the Company shall terminate, or cause to be terminated, access by any such Persons and their Representatives to any non-public information concerning the Company, its Subsidiaries or any of their respective businesses, assets or properties, including via the termination of access to any physical or electronic data rooms related to a possible Company Acquisition Proposal and (3) the Company shall request that any such Person and its Representatives promptly return or destroy all non-public information (including, for the avoidance of doubt, any analyses or other materials that contain, reflect or analyze any such information) in accordance with the applicable confidentiality agreement between the Company, on the one hand, and such Person, on the other hand, provided by or on behalf of the Company or any of its Representatives to such Person or its Representatives.

No Shop. Parent Except as set forth in Section 6.14 of the Seller Disclosure Schedule, prior to the termination of this Agreement, the Seller Parties and the Company shall not, and shall not permit their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives or agents to, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, any business combination transaction, whether by way of merger, consolidation, business combination, purchase or disposition of assets or equity interests of the Company or otherwise, other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (b) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (c) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Except as set forth in Section 6.14 of the Seller Disclosure Schedule, commencing on the Execution Date, each Seller Party shall, and shall cause each of its Affiliates to, and shall cause its the Company and their Representatives Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives and agents to, (i) immediately cease and cause to be terminated any activities, existing discussions or negotiations with any Person Persons (other than the Buyer) conducted heretofore with respect to an any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition ProposalTransaction, (ii) terminate except to the extent prohibited by a confidentiality obligation owed to a Person, notify the Buyer orally and in writing promptly (but in no event later than two Business Days) after receipt of any proposal or offer from any Person other than the Buyer to effect an Acquisition Transaction or any request for non-public information relating to the Company or for access to the properties, books or records of the Company by any Person other than the Buyer (such notice shall indicate the material terms of any such proposal or offer, or modification or amendment to any physical such proposal or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal offer) and (iii) to the extent not previously requested, request any such Person and its representatives to promptly the return or destroy all destruction of any confidential information concerning Parent and its Affiliates relating to, written or electronic materials provided to any Person in connection with, an with a contemplated or potential Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingTransaction.

No Shop. Parent No Seller shall, and nor shall cause each any Seller permit any of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to representatives or in connection withagents (collectively, an Acquisition Proposal and (iiithe "Representatives") request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating RVR to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliatepurchase or disposition of any of the assets of RVR outside of the ordinary course of business, agentany capital stock or other ownership interests of Seller in RVR or issuance or subscription of any securities in RVR (an "Acquisition Transaction"), intermediary (ii) facilitate, encourage, solicit or representative in his initiate discussions, negotiations or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseRVR in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into seek any agreement, arrangement or understanding with respect to an Acquisition Proposalof the foregoing. Parent Each of the Sellers shall promptly (and in shall cause its Representatives to) immediately cease and cause to be terminated any event within forty-eight existing discussions or negotiations with any Persons (48other than Buyer) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact conducted heretofore with respect to any Acquisition Transaction. Each Seller agrees not to release any third party from the confidentiality and standstill provisions of any agreement to which any Seller is a party. The Sellers shall notify Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by any of them or any Representative thereof of any communication, proposal or offer from any Person other than Buyer to effect an Acquisition Transaction, or that may be reasonably expected to lead to an Acquisition Transaction, or any request for non-public information relating to any of them or for access to the properties, books or records of Seller by any Person other than Buyer. Such notice shall indicate the identity of the foregoingPerson making the communication, proposal or offer and the material terms of any such communication, proposal or offer.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until From the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with its terms, neither Parent nor the Company shall not, and the Company shall not permit any of its Affiliates shallAffiliates, directors, officers or employees to, and the Company shall use commercially reasonable efforts to cause its other representatives or agents (together with directors, officers, and employees, the “Representatives”) not to, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliaterecapitalization, agent, intermediary purchase or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission disposition of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (Company or any Person that is required to be a Seller pursuant to Section 5.19material amount of the Capital Stock or other ownership interests of the Company (other than in connection with the Investment, the Anchor Investment Agreement, Other Private Placements, the TARP Exchange, the Exchange Offers, the Rights Offering or any other transaction contemplated hereby) (an “Acquisition ProposalTransaction”); , (bii) participate facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. The Company shall notify CapGen orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company or any of the Representatives thereof of any proposal or offer from any Person other than CapGen or the Investors to effect an Acquisition Transaction or any request for non-public information relating to the Company or for access to the properties, books or records of the Company by any Person other than the CapGen or the Investors in connection with an Acquisition Transaction.

No Shop. Parent shall, and shall cause each During the period (the “No-Shop Period”) from the date of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of this Agreement until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 8 (if applicable), neither Parent nor the Stockholder and the Company shall not, and the Stockholder shall not permit the Company or any Affiliate of its Affiliates shallthe Stockholder or of the Company (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Stockholder, the Company or any such Affiliate) to, take, directly or indirectly, through any officeraction to initiate, directorassist, employeesolicit, Affiliatereceive, agentparticipate, intermediary negotiate, encourage (including, without limitation, by way of furnishing non-public information) or representative in his accept any offer or her official or personal capacity: inquiry from any Person (a) solicitto engage in any Business Combination with the Stockholder or the Company, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or to engage in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourageattempt to consummate, any effort Business Combination with the Stockholder or attempt by any other Person to make an Acquisition Proposal; the Company or (c) enter into to furnish or cause to be furnished any agreement, arrangement or understanding information with respect to an Acquisition Proposalthe Company to any Person (other than as contemplated by Section 4.02) which the Stockholder, the Company or any such Affiliate knows or has reason to believe is in the process of considering any Business Combination with regard to the Company. Parent The Stockholder and the Company shall promptly immediately terminate (in writing, with a copy to the Parent) any and all discussions or negotiations of any type described in the first sentence of this Section 4.03. If, during the No-Shop Period, the Stockholder or the Company receives or becomes aware that any event within forty-eight (48) hours of learning of the relevant informationStockholder, the Company or any Affiliate thereof (or any such Person acting for or on their behalf) notify Buyer if has received from any Person makes (other than the Parent) any proposal, offer, inquiry or contact with respect informational request referred to any in the first sentence of this Section 4.03, the Stockholder shall promptly advise such Person, by written notice, of the foregoingterms of this Section 4.03 and shall promptly, orally and in writing, advise the Parent of such offer, inquiry or request and deliver a copy of such notice to the Parent. The restrictions on the activities provided in this Section 4.03 shall terminate upon any termination of this Agreement.

No Shop. Parent Subject to the final sentence of this Section 6.14, from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Section 10.1, none of Sellers, any Company or any Subsidiary thereof shall directly (or indirectly through its officers, directors, employees, representatives or agents or any of their respective Affiliates): (i) solicit, initiate, knowingly encourage or facilitate any inquiries, proposals or offers from, or provide any information to, or engage in any negotiations or discussions with, any Person (other than Buyer) concerning a merger, consolidation, reorganization, business combination, sale of a material portion of assets, sale of a material amount of capital stock or the issuance of any material amount of equity or debt securities of any Company, any Subsidiary thereof, or any other transaction or series of transactions which could cause or result in a change of control of or any material change in any Company, any Subsidiary thereof, or interest in a Joint Venture, or in assets associated with the business of the Companies or their Subsidiaries (any of the foregoing inquiries or proposals, an “Acquisition Proposal”); (ii) engage, directly or indirectly, in any negotiations or discussions or enter into any letter of intent, agreement or understanding concerning, or provide any non-public information to any Person relating to or which would lead to, or knowingly facilitate the making of, any Acquisition Proposal; or (iii) agree to, approve or recommend any Acquisition Proposal. SEACOR Environmental Services shall notify Buyer promptly (and in no event later than 48 hours) after receipt of any member of the Seller Group of any Acquisition Proposal or any request for information by any Person relating to, or which could lead to or facilitate the making of, any Acquisition Proposal. Such notice to Buyer shall be made in writing and shall indicate in reasonable detail the identity of the offeror and the material terms and conditions of such Acquisition Proposal or request for information, as the case may be. On the date hereof each Seller shall, and shall cause each of its Affiliates Company and Subsidiary thereof to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, existing discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined belowother than Buyer) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with the provisions of Section 8.1, neither Parent nor none of Seller, any Shareholder or any of its Affiliates shalltheir respective Affiliates, officers, directors, representatives or agents will directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: indirectly (a) solicit, initiate initiate, consider, encourage or encourage submission of accept any other proposals or offers from any Person person or entity (i) relating to any sale by Parent acquisition or its Affiliates purchase of (x) a material amount all or any portion of the business shares of capital stock or other equity interests or assets of the BusinessSeller, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise(ii) to enter into any business combination with Seller, or (yiii) to enter into any equity interests in the Sellers (other extraordinary business transaction involving or any Person that is required otherwise relating to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); Seller, or (b) participate in any discussions or discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person or entity any information with respect to, or otherwise respond tocooperate in any way, cooperate assist or encourageparticipate in, facilitate or encourage any effort or attempt by any other Person person or entity to make an Acquisition Proposal; seek to do any of the foregoing. Seller and the Shareholders immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any persons or (c) enter into any agreement, arrangement or understanding entities conducted heretofore with respect to an Acquisition Proposalany of the foregoing. Parent Seller shall notify Purchaser promptly (if any such proposal or offer, or any inquiry or other contact with any person or entity with respect thereto, is made and shall, in any event within forty-eight (48) hours of learning such notice to Purchaser, indicate in reasonable detail the identity of the relevant information) notify Buyer if any Person makes any person or entity making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Seller and the Shareholders covenant and agree not to release, without the prior written consent of Purchaser, any person or entity from, or waive any provision of, any confidentiality or standstill agreement relating to Seller or the Business to which Seller, any Shareholder or any affiliate thereof is a party. Without limiting any other remedies available to Purchaser for a breach of this Section, Seller and the Shareholders agree that Purchaser shall be entitled to injunctive relief (without establishing the likelihood of irreparable injury or posting bond or other security) and monetary damages which shall in no event be less than the expenses incurred by Purchaser in connection with respect to any the negotiation of this Agreement, performance of due diligence activities, including the foregoingreasonable fees and disbursements of Purchaser's counsel, accountants and investment banker.

No Shop. Parent shallUntil such time, and shall if any, as this Agreement is terminated pursuant to Section 7.1, except as permitted by Section 5.21(a), the Company will not, nor will it cause each or permit any of its Affiliates to, and shall cause its and their respective Representatives to, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, or provide any nonpublic information to, any Person (iother than MTR and its Representatives) immediately cease and cause relating to be terminated any activitiestransaction involving the sale of the Business or any material portion of the property or assets of the Company, discussions SLJV or negotiations their respective Subsidiaries or any of the membership interests or other equity interests of the Company, SLJV or any of their respective Subsidiaries, or any merger, consolidation, business combination, or similar transaction involving the Company, SLJV or any of their respective Subsidiaries. From the date hereof through the Closing Date, the Company will not, directly or indirectly, enter into or authorize, or permit any Representatives of Company, SLJV, any of their respective Subsidiaries or of any of the Company’s members to enter into, any agreement or agreement in principle with any third Person with respect to an Acquisition Proposal (as defined below) for the acquisition of the Company, SLJV, any of their respective Subsidiaries, or any material portion of the respective assets or properties of the Company, SLJV or any of their respective Subsidiaries or, in the case of the Company’s members, any of the membership interests or other equity interests of the Company or any of its Subsidiaries (a “Third-Party Transaction”). The Company will inform MTR in writing by facsimile within twenty-four (24) hours following the receipt by any of the Company or any of its Representatives of any unsolicited inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, bid (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent including the terms thereof and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier identity of the Closing Person making such inquiry, proposal, offer or bid) in respect of any Third-Party Transaction. MTR acknowledges that the termination mere receipt by the Company of this Agreement, neither Parent nor any of its Affiliates shall, directly an unsolicited inquiry or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) proposal regarding a material amount Third-Party Transaction will not constitute a breach of the business or assets Company’ obligations under this Section 5.23, but only if the Company notifies MTR of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, such unsolicited inquiry or contact with respect to any of the foregoingproposal as required by this Section 5.23.

No Shop. Parent (a) The Company and each Seller shall, and shall cause each of its Affiliates to, and shall cause its and their respective Representatives to, (i) immediately cease and cause to be terminated terminate any activities, discussions or negotiations with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, and use commercially reasonable efforts to obtain the return or destruction from all such Persons of all copies of Confidential Information previously provided to such Parties by the Company, the Sellers or their respective Representatives, in accordance with any applicable confidentiality agreement. Neither the Company nor any Seller shall, nor shall it authorize or knowingly permit any of its respective Representatives to, directly or indirectly, (as defined belowi) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) the making of any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent than with Purchaser or its Affiliates of (x) a material amount of the business Representatives, enter into, continue, have or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information with respect to, or otherwise respond to, cooperate or encouragein connection with, any effort or attempt by any other Person to make an Acquisition Proposal; , (iii) approve or accept any Acquisition Proposal or (civ) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact Contract with respect to any of the foregoingactions described in clauses (i) through (iii) of this Section 6.2(a). (b) The Company and each Seller shall provide, and shall cause their respective Representatives to provide, Purchaser orally and in writing as promptly as practicable (and no later than 72 hours after receipt) notice of any Acquisition Proposal, including the identity of the Person making any Acquisition Proposal and, if in writing, shall provide Purchaser with a copy of such Acquisition Proposal. The Company and each Seller agrees that it will not enter into any confidentiality agreement with any Person subsequent to the date hereof that prohibits such Person from providing such information to Purchaser. - 34 - (c) The Company and each Seller agrees not to release any Person from, or to amend or waive any provision of, any confidentiality, standstill or similar Contract to which the Company or such Seller is or becomes a party in connection with an Acquisition Proposal. (d) The Company and each Seller shall promptly notify their respective Representatives of their obligations under this Section 6.2. 6.3.

No Shop. Parent shall, and shall cause each During the period (the “No-Shop Period”) from the date of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of this Agreement until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 8 (if applicable), neither Parent nor the Members and the Company shall not, and the Members shall not permit the Company or any Affiliate of its Affiliates shallthe Members or of the Company (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Members, the Company or any such Affiliate) to, take, directly or indirectly, through any officeraction to initiate, directorassist, employeesolicit, Affiliatereceive, agentparticipate, intermediary negotiate, encourage (including, without limitation, by way of furnishing non-public information) or representative in his accept any offer or her official or personal capacity: inquiry from any Person (a) solicitto engage in any Business Combination with the Members or the Company, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or to engage in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourageattempt to consummate, any effort Business Combination with the Members or attempt by any other Person to make an Acquisition Proposal; the Company or (c) enter into to furnish or cause to be furnished any agreement, arrangement or understanding information with respect to an Acquisition Proposalthe Company to any Person (other than as contemplated by Section 4.02) which the Members, the Company or any such Affiliate knows or has reason to believe is in the process of considering any Business Combination with regard to the Company. Parent The Members and the Company shall promptly immediately terminate (in writing, with a copy to the Parent) any and all discussions or negotiations of any type described in the first sentence of this Section. If, during the No-Shop Period, the Members or the Company receives or becomes aware that any event within forty-eight (48) hours of learning of the relevant informationMembers, the Company or any Affiliate thereof (or any such Person acting for or on their behalf) notify Buyer if has received from any Person makes (other than the Parent) any proposal, offer, inquiry or contact with respect informational request referred to any in the first sentence of this Section 4.03, the Members shall promptly advise such Person, by written notice, of the foregoingterms of this Section 4.03 and shall promptly, orally and in writing, advise the Parent of such offer, inquiry or request and deliver a copy of such notice to the Parent. The restrictions on the activities provided in this Section 4.03 shall terminate upon any termination of this Agreement.

No Shop. Parent shallFrom and after the execution of this Agreement and until the date the Bankruptcy Court enters the Bidding Procedures Order, subject to the exceptions contained in this Section 5.17, and except for actions expressly permitted by the Bidding Procedures required herein following entry of the Bidding Procedures Order, the Sellers shall cause not cause, authorize or permit any of their respective Subsidiaries or Affiliates, or any of their respective officers, directors, employees, agents, advisors and other representatives (including, each of its Affiliates investment banker, finder, financial advisor, attorney and accountant engaged by it (each, a “Representative”)), to, and shall cause its and their Representatives todirectly or indirectly, (ia) immediately cease and cause except with respect to the Committee, solicit, initiate, induce or encourage (including by means of furnishing any information and/or entering into any confidentiality or similar agreement with any Person), or take any other action to facilitate the making, submission or receipt of any contact, inquiry, proposal or offer (including any contact, inquiry, proposal or offer made directly to TSIC’s shareholders or creditors) that constitutes or which reasonably would be terminated likely to lead to any activitiesAlternative Transaction, (b) except with respect to the Committee, enter into or continue any discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to regarding or in connection withfurtherance of an Alternative Transaction, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) agree to, approve, recommend or endorse (whether by means of public announcement or filings with any judicial, public or Governmental Authority) any contact, inquiry, proposal or offer regarding or in furtherance of any Alternative Transaction or enter into any agreementmemorandum of understanding, arrangement term sheet, letter of intent or understanding with respect definitive agreement providing for or relating to an Alternative Transaction. Notwithstanding the immediately preceding sentence, subsequent to the entry of the Bidding Procedures Order by the Bankruptcy Court, the Sellers and their respective Representatives may respond to wholly unsolicited inquiries and requests (not in violation of this Section 5.17) for information from any Person that submits a bona fide, written proposal or offer to acquire the Business or the Purchased Assets, and may develop a list of Persons that may qualify as Potential Bidders under the Bidding Procedures by providing general information relating to the Chapter 11 Cases and the Bidding Procedures and advising such Persons of their opportunity to pursue in good faith an Alternative Transaction and to obtain further due diligence information and materials relating to the Purchased Assets and the Business following the formal commencement of the Bidding Process. If the Sellers or any of their Representatives, Subsidiaries or Affiliates receive from any Person any Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to information request regarding the Business or any of the foregoingAcquired Assets, Sellers will promptly advise such Person, by written notice (with a copy to the Purchaser), of the terms of this Section 5.17 and the Bidding Procedures and will promptly (and, in any event, within 24 hours) advise Purchaser in writing of such Acquisition Proposal, offer, inquiry or informational request, and deliver copies of any written materials received by any Seller or their Representatives at any time in connection therewith, and keep the Purchaser fully informed of the timing and contents of, and provide the Purchaser with copies of, and further written or oral communications related thereto. Nothing herein shall prohibit Sellers from seeking to sell, pursuant to a Qualified Bid in connection with the Auction established in the Bidding Procedures Order, the Purchased Assets to any Person.

No Shop. Parent shall, and shall cause each From the date of its Affiliates to, and shall cause its and their Representatives to, this Agreement until the earlier of (i) immediately cease and cause the Closing, (ii) August 31, 2007, or (iii) until this Agreement is terminated in accordance with Article X hereof, neither Purchaser nor Sino Palace shall initiate, solicit or encourage (including by way of furnishing assistance or proprietary information), or take any other action to be terminated facilitate, any activitiesinquiries or the making of any proposal relating to, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could may reasonably be expected to lead to, any “Competing Transaction” (as defined below), or enter into any discussions or negotiate with any person or entity in furtherance of such inquiries or to an Acquisition Proposalobtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of its Representatives to take any such action, and each Party shall promptly notify the other Party of all relevant terms (iiincluding the identity of the parties involved) terminate access of any such inquiries and proposals received by such Party or any Person such officer, director, investment banker, financial advisor, attorney, accountant or other Representative relating to any physical of such matters and if such inquiry or electronic data room proposal is in writing, such Party shall promptly deliver or cause to be delivered to the other access to data Party a copy of Parent and its Affiliates, in each case relating to such inquiry or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposalproposal. Until For the earlier of the Closing or the termination purposes of this Agreement, neither Parent nor “Competing Transaction” shall mean any of its Affiliates shallthe following (other than the Share Exchange) (i) any merger, directly consolidation, share exchange, business combination or indirectlysimilar transaction; (ii) any sale, through any officerlease, directorexchange, employeemortgage, Affiliatepledge, agent, intermediary transfer or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount other disposition of the business or assets of any Party; (iii) any tender offer or exchange offer for more than fifty percent (50%) of the Business, including outstanding shares of the Assets, whether by sale capital stock of assets, sale any Party or other form of equity, merger, liquidation or otherwiseinvestment in, or purchase of, capital stock of any Party; (yiv) any equity interests in the Sellers (current Affiliate acquiring beneficial ownership of, or any Person that group (as such term is required defined under Section 13(d) of the Exchange Act) being formed which beneficially owns or has the right to be a Seller pursuant to Section 5.19acquire beneficial ownership of, twenty-five percent (25%) (an “Acquisition Proposal”); (b) participate in or more of the outstanding shares of the capital stock of any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition ProposalParty; or (cv) enter into any agreementpublic announcement of a proposal, arrangement plan or understanding with respect intention to an Acquisition Proposal. Parent shall promptly (and in do any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if foregoing or any Person makes any proposal, offer, inquiry or contact with respect agreement to engage in any of the foregoing. In the event that the provisions of this Section 7.6 are violated by any Party or by any Party's Representatives, and the Share Exchange is not consummated, then, in addition to other remedies available to the non-violating Party, the non-violating Party will be entitled to receive from the violating Party all out-of-pocket expenses (including reasonable attorneys' fees and expenses relating to the Share Exchange), which such non-violating Party has incurred.

No Shop. Parent shall(a) Until the earlier of the Closing Date and the date of termination of this Agreement pursuant to the provisions of Article VIII, none of Seller and its Affiliates shall cause each take, nor shall Seller or any of its Affiliates permit any of their officers, directors, employees, shareholders, attorneys, investment advisors, agents or other representatives to take (directly or indirectly) any of the following actions with any Person, other than Purchaser and its designees: (a) solicit, encourage, initiate, entertain, accept receipt of or review any proposals or offers from, or participate or engage in or conduct discussions or negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible transaction with Seller or any of its Affiliates for any sale (by merger, consolidation, share exchange reorganization or otherwise), dividend, split or other disposition of all or a material or significant portion of the Business or the Transferred Assets (including by way of exclusive license or joint venture formation) or any similar or extraordinary transaction involving the Business or the Transferred Assets or (a "Competing Proposed Transaction"), (b) provide information with respect to the Business to any Person other than Purchaser, relating to (or which it believes could be used for the purpose of formulating an offer or proposal with respect to) the Business or the Transferred Assets except as may be required by Applicable Law, (c) assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, and shall cause its and their Representatives toany possible Competing Proposed Transaction, (id) approve or agree to or enter into a Contract with any Person other than Purchaser providing for, a possible Competing Proposed Transaction, (e) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction other than by Purchaser, or (f) authorize or permit any of its representatives to take any such action. Seller shall immediately cease and cause to be terminated any activities, discussions such contacts or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingsuch Competing Proposed Transaction.

No Shop. Parent shall, and shall cause each During the period from the date of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of this Agreement until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 8, neither Parent nor if applicable (the “No-Shop Period”), the Members and the Company shall not, and the Members shall not permit the Company or any Affiliate of its Affiliates shallthe Members or of the Company (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Members, the Company or any such Affiliate) to, take, directly or indirectly, through any officeraction to initiate, directorassist, employeesolicit, Affiliatereceive, agentparticipate, intermediary negotiate, encourage (including, without limitation, by way of furnishing non-public information) or representative in his accept any offer or her official or personal capacity: inquiry from any Person (a) solicitto engage in any Business Combination with the Members or the Company, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or to engage in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourageattempt to consummate, any effort Business Combination with the Members or attempt by any other Person to make an Acquisition Proposal; the Company or (c) enter into to furnish or cause to be furnished any agreement, arrangement or understanding information with respect to an Acquisition Proposalthe Company to any Person (other than as contemplated by Section 4.02) which the Members, the Company or any such Affiliate knows or has reason to believe is in the process of considering any Business Combination with regard to the Company. Parent The Members and the Company shall promptly immediately terminate (in writing, with a copy to the Parent) any and all discussions or negotiations of any type described in the first sentence of this Section 4.03. If, during the No-Shop Period, the Members or the Company receives or becomes aware that any event within forty-eight (48) hours of learning of the relevant informationMembers, the Company or any Affiliate thereof (or any such Person acting for or on their behalf) notify Buyer if has received from any Person makes (other than the Parent) any proposal, offer, inquiry or contact with respect informational request referred to any in the first sentence of this Section 4.03, the Members shall promptly advise such Person, by written notice, of the foregoingterms of this Section 4.03 and shall promptly, orally and in writing, advise the Parent of such offer, inquiry or request and deliver a copy of such notice to the Parent. The restrictions on the activities provided in this Section 4.03 shall terminate upon any termination of this Agreement.

No Shop. Parent shall, and shall cause each During the period from the date of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of this Agreement until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 8, neither Parent nor if applicable (the “No-Shop Period”), the Stockholders and the Company shall not, and the Stockholders shall not permit the Company or any Affiliate of its Affiliates shallthe Stockholders or of the Company (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Stockholders, the Company or any such Affiliate) to, take, directly or indirectly, through any officeraction to initiate, directorassist, employeesolicit, Affiliatereceive, agentparticipate, intermediary negotiate, encourage (including, without limitation, by way of furnishing non-public information) or representative in his accept any offer or her official or personal capacity: inquiry from any Person (a) solicitto engage in any Business Combination with the Stockholders or the Company, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or to engage in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourageattempt to consummate, any effort Business Combination with the Stockholders or attempt by any other Person to make an Acquisition Proposal; the Company or (c) enter into to furnish or cause to be furnished any agreement, arrangement or understanding information with respect to an Acquisition Proposalthe Company to any Person (other than as contemplated by Section 4.02) which the Stockholders, the Company or any such Affiliate knows or has reason to believe is in the process of considering any Business Combination with regard to the Company. Parent The Stockholders and the Company shall promptly immediately terminate (in writing, with a copy to the Parent) any and all discussions or negotiations of any type described in the first sentence of this Section 4.03. If, during the No-Shop Period, the Stockholders or the Company receives or becomes aware that any event within forty-eight (48) hours of learning of the relevant informationStockholders, the Company or any Affiliate thereof (or any such Person acting for or on their behalf) notify Buyer if has received from any Person makes (other than the Parent) any proposal, offer, inquiry or contact with respect informational request referred to any in the first sentence of this Section 4.03, the Stockholders shall promptly advise such Person, by written notice, of the foregoingterms of this Section 4.03 and shall promptly, orally and in writing, advise the Parent of such offer, inquiry or request and deliver a copy of such notice to the Parent. The restrictions on the activities provided in this Section 4.03 shall terminate upon any termination of this Agreement.

No Shop. Parent shall, From and shall cause each after the date of its Affiliates to, this Agreement and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until until the earlier of the Closing or the termination of this AgreementAgreement in accordance with Section 11.1, neither the Parent nor shall not, and shall not permit any of its Affiliates, officers, managers, directors, employees, representatives, financial advisors, attorneys, accountants or other agents to, solicit, encourage, initiate, authorize, recommend or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than the Purchaser and/or its Affiliates shalland their respective representatives) concerning any purchase of any Subject Company’s equity securities or any merger, directly sale of assets or indirectlysimilar transaction involving the Subject Companies (each such acquisition transaction, through an “Acquisition Transaction”); provided, however, that the Purchaser hereby acknowledges that prior to the date of this Agreement, the Parent has provided information relating to the Subject Companies and has afforded access to, and engaged in discussions with, other Persons in 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 without any officerbreach by the Parent of this Section 5.15, directorand provided further, employeefor the avoidance of doubt, Affiliateany expression of interest, agentinquiry, intermediary offer, proposal, plan, agreement, understanding, arrangement or representative in his or her official or personal capacity: Contract involving (a) solicita merger or consolidation involving the Parent Guarantor, initiate (b) the sale, lease or encourage submission other disposition (including by way of proposals merger, consolidation, asset sale, share or offers from equity sale, share or equity exchange or any Person relating to any sale by Parent similar transaction) of all or its Affiliates of (x) a material amount portion of the business or assets of the Business, including Parent Guarantor (other than the Assets, whether by sale assets of assets, sale of equity, merger, liquidation or otherwise, or (ythe Subject Companies) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreementthe sale or license of products and services of the Business to customers, arrangement or understanding with respect to distributors, resellers and other channel partners in the ordinary course of business, shall not constitute an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingTransaction hereunder.

No Shop. Parent shallDuring the period from the date of this Agreement through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article IX, the Companies shall not, and shall cause each of its Affiliates the Company Group Entities and their and such Company Group Entities’ respective officers, directors, employees and representatives not to, and shall cause its and their Representatives todirectly or indirectly, (a) enter into any (i) immediately cease merger, consolidation or business combination, (ii) disposition of any material assets of the Company Group Entities (other than dispositions of assets expressly permitted by this Agreement and cause excluding, for the avoidance of doubt, any dispositions of underlying Client investments) or (iii) any sale of the equity securities of any of the Company Group Entities, or, in each case, any similar transaction involving the Company Group Entities, in each case, other than the transactions contemplated by this Agreement or in connection with the repurchase of equity from the Founder Partners pursuant to be terminated Section 2.4.1 of the Founders’ Letter Agreement, (b) take any activitiesactions in furtherance of an initial public offering of, or other listing on a national securities exchange of, securities of a Company Group Entity or any successor offeror (the transactions described in clauses (a) or (b), an “Alternative Transaction”), (c) initiate, solicit proposals or offers, knowingly encourage or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal Alternative Transaction, (as defined belowd) furnish to any Person any information concerning or relating to any Alternative Transaction, (e) knowingly assist or participate in, or facilitate, any effort or attempt by any Person (other than Acquiror and its Affiliates and authorized representatives) to do or seek to do any of the foregoing; or (f) enter into any letter of intent, agreement in principle, acquisition agreement or any other contract (including any confidentiality agreement) with respect to an Alternative Transaction. The Companies shall, shall cause the Company Group Entities and their and such Company Group Entities’ respective officers, directors and employees to, and shall direct their authorized representatives to, immediately cease and cause to be terminated any of the foregoing actions relating to an Alternative Transaction (including ceasing any discussions related to any Alternative Transaction), to use reasonable best efforts to enforce any confidentiality or similar agreement relating to an Alternative Transaction and to cause the return or destruction of any confidential or nonpublic information or data provided to any person other than the Acquiror with respect to any Alternative Transaction. From and after the date of this Agreement, the Companies shall promptly advise Acquiror in writing of any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected or access to lead property, books or records, proposal or offer relating to an Acquisition ProposalAlternative Transaction, and the material terms and conditions of such inquiry, proposal or offer (iiand such Alternative Transaction relating thereto) terminate access and, unless restricted by any Law or Contract, the identity of the Person to any physical making such inquiry, proposal or electronic data room or other access to data of Parent and its Affiliatesoffer. The Companies shall keep Acquiror informed, as promptly as practicable, in each case relating to all material respects of the status and details (including material amendments or in connection with, an Acquisition Proposal and (iiiproposed amendments) request of any such Person and its representatives to promptly return inquiry, proposal or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent shall, and shall cause each of its Affiliates Subsidiaries to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (iib) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to to, or in connection with, an Acquisition Proposal and (iiic) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative Representative in his or her official or personal capacity: (ai) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Purchased Assets, whether by sale of assetsassets (other than the sale of Inventory in the ordinary course of business), sale of equity, merger, reorganization, recapitalization, liquidation or otherwise, or (y) any equity interests in the Sellers any Seller (or any Person that is required to be a Seller pursuant to Section 5.19this Agreement) (an “Acquisition Proposal”); (bii) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (ciii) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing66 foregoing and identify such Person (to the extent permitted by any confidentiality agreement in effect as of the Agreement Date); or (iv) except as otherwise required by Law, in connection with an Acquisition Proposal, provide any nonpublic financial or other confidential or proprietary information regarding the Business to any Person (other than Buyer, its Affiliates and its Representatives).

No Shop. Parent shall(a) Prior to the Closing, neither Seller nor the Company will, and shall Seller and the Company will cause each of its their respective controlled Affiliates and Representatives not to, and shall cause its and their Representatives to, directly or indirectly: (i) immediately cease and cause solicit, initiate, seek, or knowingly encourage or facilitate, or take any action to solicit, initiate, seek, or knowingly encourage or facilitate, any inquiries, proposals or communications relating to, or the making of any submission, proposal, or offer that constitutes or would reasonably be terminated any activitiesexpected to lead to, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined belowother than from Purchaser and its Representatives); (ii) other than solely to cause such discussions or negotiations to be terminated in accordance with Section 6.14(b), enter into, participate in, or continue any discussions or negotiations relating to any Acquisition Proposal with any Person (other than Purchaser and its Representatives); (iii) furnish or provide to any Person (other than Purchaser and its Representatives) any information that Seller or the Company believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal, or offer relating to an Acquisition Proposal, or request for information take any other action regarding any inquiry, expression of interest, proposal, or offer that could constitutes, or would reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (biv) participate in accept any discussions Acquisition Proposal or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement arrangement, or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal (other than from Purchaser and its Representatives); (v) submit any Acquisition Proposal or any matter related thereto to the vote of the holders of Capital Stock or other Securities of any Purchased Company; (vi) amend or grant any waiver or release under any standstill or similar agreement with respect to an Acquisition Proposal. Parent shall promptly any Capital Stock or other Securities of any Purchased Company; or (and in any event within forty-eight (48vii) hours of learning of the relevant information) notify Buyer if any Person makes any proposalresolve, offerpropose, inquiry or contact with respect agree to do any of the foregoing.

No Shop. Parent shall, and shall cause each During the period from the date of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of this Agreement until the Closing or the earlier termination of this AgreementAgreement in accordance with Article 8, neither Parent nor if applicable (the “No-Shop Period”), the Partners and the Company shall not, and the Partners shall not permit the Company or any Affiliate of its Affiliates shallthe Partners or of the Company (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Partners, the Company or any such Affiliate) to, take, directly or indirectly, through any officeraction to initiate, directorassist, employeesolicit, Affiliatereceive, agentparticipate, intermediary negotiate, encourage (including, without limitation, by way of furnishing non-public information) or representative in his accept any offer or her official or personal capacity: inquiry from any Person (a) solicitto engage in any Business Combination with the Partners or the Company, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or to engage in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourageattempt to consummate, any effort Business Combination with the Partners or attempt by any other Person to make an Acquisition Proposal; the Company or (c) enter into to furnish or cause to be furnished any agreement, arrangement or understanding information with respect to an Acquisition Proposalthe Company to any Person (other than as contemplated by Section 4.02) which the Partners, the Company or any such Affiliate knows or has reason to believe is in the process of considering any Business Combination with regard to the Company. Parent The Partners and the Company shall promptly immediately terminate (in writing, with a copy to the Parent) any and all discussions or negotiations of any type described in the first sentence of this Section 4.03. If, during the No-Shop Period, the Partners or the Company receives or becomes aware that any event within forty-eight (48) hours of learning of the relevant informationPartners, the Company or any Affiliate thereof (or any such Person acting for or on their behalf) notify Buyer if has received from any Person makes (other than the Parent) any proposal, offer, inquiry or contact with respect informational request referred to any in the first sentence of this Section 4.03, the Partners shall promptly advise such Person, by written notice, of the foregoingterms of this Section 4.03 and shall promptly, orally and in writing, advise the Parent of such offer, inquiry or request and deliver a copy of such notice to the Parent. The restrictions on the activities provided in this Section 4.03 shall terminate upon any termination of this Agreement.

No Shop. Parent shall, and shall cause each From the date of its Affiliates to, and shall cause its and their Representatives to, this Agreement until the earlier of (i) immediately cease and cause the Effective Time, (ii) April 30, 2004, or (iii) until this Agreement is terminated in accordance with Article X hereof, neither Parent, Money Centers nor Merger Sub shall initiate, solicit or encourage (including by way of furnishing assistance or proprietary information), or take any other action to be terminated facilitate, any activitiesinquiries or the making of any proposal relating to, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could may reasonably be expected to lead to, any "Competing Transaction" (as defined below), or enter into any discussions or negotiate with any person or entity in furtherance of such inquiries or to an Acquisition Proposalobtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of its Representatives to take any such action, and each Party shall promptly notify the other Party of all relevant terms (iiincluding the identity of the parties involved) terminate access of any such inquiries and proposals received by such Party or any Person such officer, director, investment banker, financial advisor, attorney, accountant or other representative relating to any physical of such matters and if such inquiry or electronic data room proposal is in writing, such Party shall promptly deliver or cause to be delivered to the other access to data Party a copy of Parent and its Affiliates, in each case relating to such inquiry or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposalproposal. Until For the earlier of the Closing or the termination purposes of this Agreement, neither Parent nor "COMPETING TRANSACTION" shall mean any of its Affiliates shallthe following (other than the Merger) (i) any merger, directly consolidation, share exchange, business combination or indirectlysimilar transaction; (ii) any sale, through any officerlease, directorexchange, employeemortgage, Affiliatepledge, agent, intermediary transfer or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount other disposition of the business or assets of any Party; (iii) any tender offer or exchange offer for more than fifty percent (50%) of the Business, including outstanding shares of the Assets, whether by sale capital stock of assets, sale any Party or other form of equity, merger, liquidation or otherwiseinvestment in, or purchase of, capital stock of any Party; (yiv) any equity interests in the Sellers (current Affiliate acquiring beneficial ownership of, or any Person that group (as such term is required defined under Section 13(d) of the Exchange Act) being formed which beneficially owns or has the right to be a Seller pursuant to Section 5.19acquire beneficial ownership of, twenty-five percent (25%) (an “Acquisition Proposal”); (b) participate in or more of the outstanding shares of the capital stock of any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition ProposalParty; or (cv) enter into any agreementpublic announcement of a proposal, arrangement plan or understanding with respect intention to an Acquisition Proposal. Parent shall promptly (and in do any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if foregoing or any Person makes any proposal, offer, inquiry or contact with respect agreement to engage in any of the foregoing. In the event that the provisions of this Section 7.6 are violated by any Party or by any Party's Representatives, and the Merger is not consummated, then, in addition to other remedies available to the non-violating Party, the non-violating Party will be entitled to receive from the violating Party all out-of-pocket expenses (including reasonable attorneys' fees and expenses relating to the Merger), which such non-violating Party has incurred.

No Shop. Parent shallStockholder, Seller and the Companies will not, and shall cause each of its Affiliates towill not permit their officers, and shall cause its and their directors, Affiliates, related entities, agents or Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined belowapplicable) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission any substantive discussions or enter into any agreement or understanding regarding (i) the transfer, directly or indirectly, of proposals any Equity Interest (as applicable) of any Company or offers from any material portion of the assets of any Company, which would result in a change of control of such Company, (ii) any material investment by any Person relating to or entity in any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, Company or (yiii) any equity interests in the Sellers (joint venture or other similar transaction involving any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); Company or (b) participate in disclose any discussions or negotiations regardingnonpublic information relating to the business, or furnish afford access to the properties, books or records of any of the Companies to any other Person that may be considering engaging in any information with respect totransaction of the type described in clause (a) above. If Stockholder, Seller or otherwise respond to, cooperate the Companies become aware of any inquiry or encourage, any effort or attempt request by any Person or entity other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. than Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any such transfer or disclosure, then such party shall notify Parent within three (3) days after such inquiry, indicate the identity of the foregoingofferor and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such inquiries or contacts. None of Stockholder, Seller or any of their Affiliates shall release any third party from, or waive any provision of, any confidentiality agreement to which any of Seller, the Companies or Stockholder is a party if the agreement relates, in whole or in part, to the Companies or their business. Seller and Stockholder shall, and shall cause their Affiliates, advisors, employees and other agents of the Companies, as applicable, to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Person other than Parent or Buyer conducted prior to the date hereof with respect to any Acquisition Proposal and shall use their commercially reasonable efforts to cause any such Person (or its agents or advisors) in possession of confidential information about the Companies or any of their Affiliates that was furnished by or on behalf of the Companies or any of their Affiliates, as applicable, to return or destroy all such information.

No Shop. Parent Sonoma shall, and shall cause each of its Affiliates to, Subsidiaries and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, all existing discussions or and negotiations with any Person person conducted heretofore with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Competing Proposal and (iii) request any such Person and its representatives to promptly the prompt return or destroy destruction of all confidential information concerning Parent previously furnished to such person. From and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until after the date of this Agreement until the earlier of the Closing or the termination of date, if any, on which this Agreement is terminated, and except as otherwise provided for in this Agreement, neither Parent nor Sonoma agrees that it shall not (and shall not permit any of its Affiliates shallSubsidiaries to), and that it shall use its reasonable best efforts to cause its Representatives not to, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (ai) solicit, initiate initiate, cause or knowingly facilitate or encourage (including by way of furnishing information) the submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Competing Proposal”); (bii) participate in any discussions or negotiations regardingnegotiations, or furnish to any other Person person any information relating to Sonoma or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of Sonoma or any of its Subsidiaries, in each case, knowingly in connection with respect toa Competing Proposal; (iii) engage in discussions with any person in an effort to or attempt to facilitate or encourage a person to make a Competing Proposal; (iv) approve or recommend, or propose publicly to approve or recommend, any Competing Proposal; (v) withdraw, change, amend, modify or qualify, or otherwise respond topropose publicly to withdraw, cooperate change, amend, modify or encouragequalify, or otherwise make any effort public statement or attempt by any other Person to make an Acquisition Proposalpublic proposal inconsistent with, the Sonoma Board Recommendation; or (cvi) enter into any letter of intent, agreement, arrangement agreement in principle, memorandum of understanding or understanding similar document or any agreement or commitment providing for any Competing Proposal, other than an Acceptable Confidentiality Agreement subject to full compliance with respect Section 4.02(c); (vii) release or permit the release of any person from, waive or permit the waiver of any right under, fail to an Acquisition Proposal. Parent shall promptly enforce any provision of, or grant any consent or make any election under, any confidentiality, “standstill” or similar agreement (and in or joinders thereto) to which Sonoma or any event within forty-eight of its Subsidiaries is a party or (48viii) hours of learning adopt a resolution of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry Sonoma Board or contact with respect agree to do any of the foregoing.

No Shop. Parent shall, and shall cause each From the date of its Affiliates to, and shall cause its and their Representatives to, this Agreement until the earlier of (i) immediately cease and cause the Effective Time, (ii) May 15, 2009, or (iii) until this Agreement is terminated in accordance with Article X hereof, neither Parent, Southern nor Merger Sub shall initiate, solicit or encourage (including by way of furnishing assistance or proprietary information), or take any other action to be terminated facilitate, any activitiesinquiries or the making of any proposal relating to, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could may reasonably be expected to lead to, any “Competing Transaction” (as defined below), or enter into any discussions or negotiate with any person or entity in furtherance of such inquiries or to an Acquisition Proposalobtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of its Representatives to take any such action, and each Party shall promptly notify the other Party of all relevant terms (iiincluding the identity of the parties involved) terminate access of any such inquiries and proposals received by such Party or any Person such officer, director, investment banker, financial advisor, attorney, accountant or other representative relating to any physical of such matters and if such inquiry or electronic data room proposal is in writing, such Party shall promptly deliver or cause to be delivered to the other access to data Party a copy of Parent and its Affiliates, in each case relating to such inquiry or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposalproposal. Until For the earlier of the Closing or the termination purposes of this Agreement, neither Parent nor “Competing Transaction” shall mean any of its Affiliates shallthe following (other than the Merger) (i) any merger, directly consolidation, share exchange, business combination or indirectlysimilar transaction; (ii) any sale, through any officerlease, directorexchange, employeemortgage, Affiliatepledge, agent, intermediary transfer or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount other disposition of the business or assets of any Party; (iii) any tender offer or exchange offer for more than fifty percent (50%) of the Business, including outstanding shares of the Assets, whether by sale capital stock of assets, sale any Party or other form of equity, merger, liquidation or otherwiseinvestment in, or purchase of, capital stock of any Party; (yiv) any equity interests in the Sellers (current Affiliate acquiring beneficial ownership of, or any Person that group (as such term is required defined under Section 13(d) of the Exchange Act) being formed which beneficially owns or has the right to be a Seller pursuant to Section 5.19acquire beneficial ownership of, twenty-five percent (25%) (an “Acquisition Proposal”); (b) participate in or more of the outstanding shares of the capital stock of any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition ProposalParty; or (cv) enter into any agreementpublic announcement of a proposal, arrangement plan or understanding with respect intention to an Acquisition Proposal. Parent shall promptly (and in do any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if foregoing or any Person makes any proposal, offer, inquiry or contact with respect agreement to engage in any of the foregoing. In the event that the provisions of this Section 7.6 are violated by any Party or by any Party’s Representatives, and the Merger is not consummated, then, in addition to other remedies available to the non-violating Party, the non-violating Party will be entitled to receive from the violating Party all out-of-pocket expenses (including reasonable attorneys’ fees and expenses relating to the Merger), which such non-violating Party has incurred.

No Shop. Parent shallBetween the date of this Agreement and Closing, Seller and the Company shall not, and shall cause each of its their Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause not to be terminated do any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shallfollowing, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacityother than with Buyer regarding the transactions contemplated by this Agreement: (a) negotiate, authorize, recommend, propose or enter into, any transaction or Contract involving a merger, consolidation, business combination, financing, reorganization, recapitalization, purchase or disposition of (i) any material portion of the Company business or (ii) any capital stock of or other equity interest in, the Company or Company Subsidiaries (such a transaction, an “Acquisition Transaction”), (b) solicit, initiate or knowingly facilitate or encourage submission discussions, negotiations or submissions of proposals or offers from any Person relating third party in respect of an Acquisition Transaction, (c) furnish or cause to be furnished to any sale by Parent or its Affiliates of (x) a material amount of third party any information concerning the Company business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation Company Subsidiaries in connection with an Acquisition Transaction or otherwise(d) otherwise cooperate in any way with, or (y) any equity interests in the Sellers (assist or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingin, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate knowingly facilitate or encourage, any effort or attempt by any other Person or entity to make an Acquisition Proposal; do or (c) enter into seek any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant informationforegoing. Seller shall, and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Buyer) notify Buyer if any Person makes any proposal, offer, inquiry or contact conducted heretofore with respect to any of the foregoing. Seller shall not release any third party from the confidentiality provisions of any agreement to which any of the Company or a Company Subsidiary is a party and that relates to any Acquisition Transaction. Seller shall not respond to any Person making such a proposal or request without the prior written consent of Buyer other than to inform such Person that Seller and the Company are subject to the terms of a no-shop provision and when such no-shop obligation expires, and nothing further. Notwithstanding the foregoing, this Section 6.9 shall not apply to any Withheld Property.

No Shop. Parent shall, and shall cause each From the date of its Affiliates to, and shall cause its and their Representatives to, this Agreement until the earlier of (i) immediately cease and cause the Effective Time or (ii) until this Agreement is terminated in accordance with Article XII hereof, neither Parent, nor Mind Solutions, nor Merger Sub, nor any of the Mind Solutions Stockholder , nor any of their Representatives, shall initiate, solicit or encourage (including by way of furnishing assistance or proprietary information), or take any other action to be terminated facilitate, any activitiesinquiries or the making of any proposal relating to, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could may reasonably be expected to lead to, any “Competing Transaction” (as defined below), or enter into any discussions or negotiate with any person or entity in furtherance of such inquiries or to an Acquisition Proposalobtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of its Representatives to take any such action, and each Party shall promptly notify the other Party of all relevant terms (iiincluding the identity of the parties involved) terminate access of any such inquiries and proposals received by such Party or any Person such officer, director, investment banker, financial advisor, attorney, accountant or other representative relating to any physical of such matters and if such inquiry or electronic data room proposal is in writing, such Party shall promptly deliver or cause to be delivered to the other access to data Party a copy of Parent and its Affiliates, in each case relating to such inquiry or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposalproposal. Until For the earlier of the Closing or the termination purposes of this Agreement, neither Parent nor “Competing Transaction” shall mean any of its Affiliates shallthe following (other than the Merger): (i) any merger, directly consolidation, share exchange, business combination or indirectlysimilar transaction; (ii) any sale, through any officerlease, directorexchange, employeemortgage, Affiliatepledge, agent, intermediary transfer or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount other disposition of the business or assets of any Party; (iii) any tender offer or exchange offer for more than fifty percent (50%) of the Business, including outstanding shares of the Assets, whether by sale capital stock of assets, sale any Party or other form of equity, merger, liquidation or otherwiseinvestment in, or purchase of, capital stock of any Party; (yiv) any equity interests in the Sellers (current Affiliate acquiring beneficial ownership of, or any Person that group (as such term is required defined under Section 13(d) of the Exchange Act) being formed which beneficially owns or has the right to be a Seller pursuant to Section 5.19acquire beneficial ownership of, twenty-five percent (25%) (an “Acquisition Proposal”); (b) participate in or more of the outstanding shares of the capital stock of any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition ProposalParty; or (cv) enter into any agreementpublic announcement of a proposal, arrangement plan or understanding with respect intention to an Acquisition Proposal. Parent shall promptly (and in do any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if foregoing or any Person makes any proposal, offer, inquiry or contact with respect agreement to engage in any of the foregoing. In the event that the provisions of this Section 9.6 are violated by any Party or by any Party’s Representatives, and the Merger is not consummated, then, in addition to other remedies available to the non-violating Party, the non-violating Party will be entitled to receive from the violating Party the greater of (y) all out-of-pocket expenses (including reasonable attorneys’ fees and expenses relating to the Merger), which such non-violating Party has incurred (the “Out-Of-Pocket Expenses”), or (z) the Termination Fee, as set forth in Section 12.6.

No Shop. Parent shallFrom and after the execution of this Agreement and until the date the Bankruptcy Court enters the Bidding Procedures Order, subject to the exceptions contained in this Section 5.17, and except for actions expressly permitted by the Bidding Procedures required herein following entry of the Bidding Procedures Order, the Sellers shall cause not cause, authorize or permit any of their respective Subsidiaries or Affiliates, or any of their respective officers, directors, employees, agents, advisors and other representatives (including, each of its Affiliates investment banker, finder, financial advisor, attorney and accountant engaged by it (each, a "Representative")), to, and shall cause its and their Representatives todirectly or indirectly, (ia) immediately cease and cause except with respect to the Committee, solicit, initiate, induce or encourage (including by means of furnishing any information and/or entering into any confidentiality or similar agreement with any Person), or take any other action to facilitate the making, submission or receipt of any contact, inquiry, proposal or offer (including any contact, inquiry, proposal or offer made directly to TSIC's shareholders or creditors) that constitutes or which reasonably would be terminated likely to lead to any activitiesAlternative Transaction, (b) except with respect to the Committee, enter into or continue any discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to regarding or in connection withfurtherance of an Alternative Transaction, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) agree to, approve, recommend or endorse (whether by means of public announcement or filings with any judicial, public or Governmental Authority) any contact, inquiry, proposal or offer regarding or in furtherance of any Alternative Transaction or enter into any agreementmemorandum of understanding, arrangement term sheet, letter of intent or understanding with respect definitive agreement providing for or relating to an Alternative Transaction. Notwithstanding the immediately preceding sentence, subsequent to the entry of the Bidding Procedures Order by the Bankruptcy Court, the Sellers and their respective Representatives may respond to wholly unsolicited inquiries and requests (not in violation of this Section 5.17) for information from any Person that submits a bona fide, written proposal or offer to acquire the Business or the Purchased Assets, and may develop a list of Persons that may qualify as Potential Bidders under the Bidding Procedures by providing general information relating to the Chapter 11 Cases and the Bidding Procedures and advising such Persons of their opportunity to pursue in good faith an Alternative Transaction and to obtain further due diligence information and materials relating to the Purchased Assets and the Business following the formal commencement of the Bidding Process. If the Sellers or any of their Representatives, Subsidiaries or Affiliates receive from any Person any Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to information request regarding the Business or any of the foregoingAcquired Assets, Sellers will promptly advise such Person, by written notice (with a copy to the Purchaser), of the terms of this Section 5.17 and the Bidding Procedures and will promptly (and, in any event, within 24 hours) advise Purchaser in writing of such Acquisition Proposal, offer, inquiry or informational request, and deliver copies of any written materials received by any Seller or their Representatives at any time in connection therewith, and keep the Purchaser fully informed of the timing and contents of, and provide the Purchaser with copies of, and further written or oral communications related thereto. Nothing herein shall prohibit Sellers from seeking to sell, pursuant to a Qualified Bid in connection with the Auction established in the Bidding Procedures Order, the Purchased Assets to any Person.