Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. The Sellers and the Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Sellers, the Company, or any of their respective Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares of the Company or the Company’s assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and the Company shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.

No Solicitation or Negotiation. The Sellers Each of the Seller and the Company agree agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellersSeller, the Company, Company or any of their respective Affiliates, officers, directors, representatives or agents its Subsidiaries will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares equity of the Company or its Subsidiaries or all or a substantial portion of the Company’s assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and Seller, the Company and its Subsidiaries immediately shall (x) immediately cease and cause to be terminated terminated, and shall cause the Company and its Subsidiaries to cease and terminate, all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.

No Solicitation or Negotiation. The Sellers and the Company agree that between From the date of this Agreement and hereof until the earlier first to occur of (a) the Closing and or (b) the termination of this Agreement, none of the Sellers, the Company, Sellers or any of their respective Affiliates, officers, directors, representatives or agents will Representatives may (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (Aw) relating to any acquisition or purchase of all or any portion of the Shares capital stock or limited liability company interests of the Company Dunellen or the CompanyCTC or all or substantially all of Dunellen’s or CTC’s assets or properties, (Bx) to enter into any merger, consolidation, consolidation or other business combination, combination (y) enter into any recapitalization, reorganization or any other extraordinary business transaction involving with respect to Dunellen or otherwise relating CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the Company transactions contemplated by this Agreement; or (ii) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers shall, and the Company shall (x) cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is mademade and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a party.

No Solicitation or Negotiation. The Sellers and the Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of neither Sellers nor the SellersCompanies, the Companyas applicable, or any of their respective Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any other Person (A) relating to any acquisition or purchase of all of the equity of the Companies or any all or a substantial portion of the Shares assets of the Company Companies or relating to the Company’s assets acquisition or purchase of the Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization consolidation or other extraordinary business transaction involving combination with Sellers or otherwise relating to either of the Company Companies or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers shall, and Seller Parent shall cause the Company shall (x) Companies to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of other than the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is madePurchaser.

No Solicitation or Negotiation. The Sellers Seller, the Principal Seller Members and the Company agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellersSeller, the Principal Seller Members, the Company, or any of their respective Affiliates, officers, managers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares of the Company or the Company’s assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Company or (ii) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers Seller, the Principal Seller Members and the Company immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers Seller, the Principal Seller Members and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.

No Solicitation or Negotiation. The Sellers and During the Company agree that period between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellersWarrantors shall (and each Warrantor shall cause its representatives, the Companyadvisors and agents and, or any of their respective Affiliatesas applicable to such Warrantor, its officers, directorsdirectors and employees, representatives or agents will not to) (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares Equity Securities of the any Group Company or the assets of any Group Company’s assets or , (B) to enter into any merger, consolidation, consolidation or other business combination, combination with any Group Company or the business of any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the any Group Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingforgoing. The Sellers and the Company Warrantors shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons conducted heretofore Person with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data roomthereto. The Sellers and the Company Warrantors shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, the Investor promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect theretothereto is made and shall, in any such notice to the Investor, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Each of the Warrantors agrees not to, without the prior written consent of the Investor, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Warrantor is madea party.

No Solicitation or Negotiation. The Sellers and the Company agree Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellersSeller, the Company, the Company’s Subsidiary or any of their respective Affiliates, officers, directors, representatives Representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares of Business or the Company or the Company’s assets its Subsidiary or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or the Company or its Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and the Company Seller immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company Seller shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is mademade and shall, in any such notice to Purchaser, except to the extent restricted by a confidentiality agreement in effect as of the date of this Agreement, indicate the material terms and conditions of such proposal, offer, inquiry or other contact.

No Solicitation or Negotiation. The Sellers and the Company agree Accor agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this the Master Purchase Agreement, none of the Sellers, the Company, Accor or any of their respective Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the Shares capital stock of any of the Company Transferred Subsidiaries or the Company’s assets Assets (other than any of the Retained Hotels) or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to to, directly or indirectly, any of the Company Transferred Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and the Company Accor immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.the

No Solicitation or Negotiation. The Sellers and the Company Seller Parties agree that between for the period from the date of this Agreement and hereof until the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with Section 10.01, none of the Sellers, the Company, Seller Parties or any of their respective Affiliates, stockholders, officers, directors, representatives or agents will shall (ia) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Shares membership interests of the Company Seller or any of the Company’s assets Purchased Assets or (Bii) to enter into any merger, consolidation, business combination, recapitalization, recapitalization or reorganization or other extraordinary business transaction involving or otherwise relating to the Company Seller or any of the Purchased Assets or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and the Company Seller Parties immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company Seller Parties shall notify the Purchaser promptly, and in any event, within twenty-four (24) hours, promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller Parties shall not, for the period from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Section 10.01, without the prior written consent of the Purchaser, release any Person from, or waive any material provision of, any confidentiality agreement to which the Seller is a party.

No Solicitation or Negotiation. The Sellers Company and the Company Shareholders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Sellers, Company or the Company, Shareholders or any of their respective Affiliatesaffiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares equity or other interest of the Company or the Company’s assets or Assets, (B) to enter into any merger, consolidationconsolidation or other business combination with the Company or the Business, business combination, or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to to, do any of the foregoing. The Sellers Company and the Company Shareholders immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and Company or the Company Shareholders, as the case may be, shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, the Purchasers promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is mademade and shall, in any such notice to the Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Company and the Shareholders agree not to, without the prior written consent of the Purchasers, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party.

No Solicitation or Negotiation. The Sellers and During the Company agree that period between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellersWarrantors shall (and each Warrantor shall cause its representatives, the Companyadvisors and agents and, or any of their respective Affiliatesas applicable to such Warrantor, its officers, directorsdirectors and employees, representatives or agents will not to) (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares Equity Securities of the any Group Company or the assets of any Group Company’s assets or , (B) to enter into any merger, consolidation, consolidation or other business combination, combination with any Group Company or the business of any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the any Group Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingforgoing. The Sellers and the Company Warrantors shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons conducted heretofore Person with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data roomthereto. The Sellers and the Company Warrantors shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, the Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect theretothereto is made and shall, in any such notice to the Investors, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Each of the Warrantors agrees not to, without the prior written consent of the Investors, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Warrantor is madea party.

No Solicitation or Negotiation. The Sellers and the Company agree that Each Seller agrees that, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of the Sellers, the Company, such Seller (or any of their its respective Affiliates, officers, directorsmembers, managers, representatives or agents agents) will not (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Shares capital stock of the Company or the assets and properties of the Company’s assets or , (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or the Business or (ii) participate in any discussions, conversations, negotiations and or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and the Company Each Seller immediately shall (x) immediately cease and cause to be terminated terminated, and shall not resume, all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Each Seller agrees not to, (y) promptly (and in any event within one (1) Business Day to cause the Company not to, without the prior written consent of the date hereof) request Purchaser, release, without the prior written consent of the Purchaser, any such Person from, or waive any provision of, any confidentiality or standstill agreement to promptly return which any Seller or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is madea party.

No Solicitation or Negotiation. The Sellers Each of Company and the Company agree Principal Equity Holder agrees that between the date of this Agreement and the earlier of (a) the Closing and or (b) the termination of this AgreementAgreement pursuant to Section 8.1 hereof, none each of Company and the SellersPrincipal Equity Holder shall not, the Companyand shall cause its respective Affiliates and its and its Affiliates’ respective Representatives not to, directly or any of their respective Affiliates, officers, directors, representatives or agents will indirectly (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion equity interests of the Shares of the Company or the Company’s any of its Subsidiaries, or material assets of Company and its Subsidiaries, taken as a whole or (B) to enter into any merger, consolidation, business combinationdissolution, recapitalization, reorganization recapitalization or other extraordinary business transaction combination involving Company or otherwise relating to the Company any of its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regardingcommunications, regarding or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers Each of Company and the Company Principal Equity Holder immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day . Each of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and Principal Equity Holder agrees not to, without the prior written consent of Purchaser, release any Person from, or waive any provision of, any confidentiality agreement (z) promptly (and in any event within one (1) Business Day solely with respect to a transaction of the date hereoftype described in clause (i) terminate all access previously granted of the first sentence of this Section 6.15) to such Persons to any physical which Company or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, Principal Equity Holder is madea party.

No Solicitation or Negotiation. The Sellers and the Company agree agrees that between the date of this Agreement and the earlier of (ai) the Closing Effective Time and (bii) the termination of this Agreement, none of the Sellers, the Company, or and its Subsidiaries nor any of their respective Affiliates, officers, directors, representatives or agents will (ia) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the Shares capital stock of the Company or any Subsidiary (other than the Company’s exercise or conversion of outstanding options) or assets of the Company or any Subsidiary (Bother than inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization combination with the Company or any Subsidiary or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiary, or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers and the Company immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is mademade and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contactand the terms and conditions of such proposal, offer, inquiry or other contact. The Company agrees not to, and to cause each Subsidiary not to, without the prior written consent of Parent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any Subsidiary is a party.

No Solicitation or Negotiation. The Sellers and the Company agree agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of neither the Sellers, the Company, or Company nor any of their its respective Affiliatesaffiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person person (A) relating to any acquisition or purchase of all or any portion of the Shares capital stock of the Company or assets of the Company’s assets Company (other than inventory to be sold in the ordinary course of business consistent with past practice or relating to the closure of its central kitchens), (B) to enter into any merger, consolidation, consolidation or other business combination, combination with the Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person person to seek to do any of the foregoing. The Sellers and the Company immediately shall (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to to, any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Purchaser promptly, and in any event, within twenty-four (24) hours, the Purchasers promptly if any such proposal or offer, or any inquiry or other contact with any Person person with respect thereto, is mademade and shall, in any such notice to the Purchasers, indicate in reasonable detail the identity of the person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. The Company agrees not to, without the prior written consent of the Purchasers, release any person from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party.