Common use of No Shop Clause in Contracts

No Shop. During the Interim Period, the Company (a) shall immediately cease and cause to be terminated, shall cause its Subsidiaries, and shall cause it and its Subsidiaries representatives to immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any Persons with respect to any purchase of any of the Company’s equity securities (other than any purchases of equity securities from employees of the Company or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or any of its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Transaction”), (b) shall not take, nor shall it permit any of its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries to provide) and shall promptly, and in any event, within twenty-four (24) hours of the date of this Agreement, terminate access of any third Person (other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction.

No Shop. During Subject to the Interim Period, exceptions stated in this Section 5.14 and prior to the Company entry by the Bankruptcy Court of the Bidding Procedures Order (a) after which time such final order shall immediately cease and cause to be terminated, shall cause its Subsidiaries, and shall cause it and its Subsidiaries representatives to immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with govern any Persons solicitations by Sellers with respect to any purchase of any of the Company’s equity securities (other than any purchases of equity securities from employees of the Company or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or any of its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Alternative Transaction”), (b) Sellers shall not take, nor shall it they permit any of their respective Affiliates (or authorize or permit any of their representatives acting for or on behalf of any Seller or any of its Affiliates, officers, directors, employees or representatives ) to take, directly or indirectly, any action to solicit, initiate solicit or engage in discussions or negotiations with, or enter into negotiate any binding agreement with offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the Monocle Parties and/or transactions contemplated by this Agreement; provided, however, that any of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries proposal or offer to provide) and shall promptly, and acquire in any eventmanner, within twenty-four (24) hours directly or indirectly, substantially all of the date business of this AgreementParent or an Equity Security in, terminate access or a substantial portion of any third Person (other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing assets of, any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewithExcluded Subsidiaries, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding not be deemed an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Alternative Transaction.

No Shop. During Seller and the Interim PeriodCompany shall not, and shall not permit any of their respective Affiliates, directors, officers, employees, representatives or agents of the Company (acollectively, the “Representatives”) shall immediately cease and cause to be terminatedto, shall cause its Subsidiariesdirectly or indirectly, and shall cause it and its Subsidiaries representatives to immediately cease and cause to be terminated(i) negotiate, all existing activitiesundertake, discussionsinitiate, negotiations and communicationsauthorize, if anyrecommend, with propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any Persons with respect to any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the Company’s equity securities (other than any purchases of equity securities from employees assets of the Company or any of its Subsidiaries) capital stock or any merger or sale of substantial assets involving other ownership interest in the Company or any of its SubsidiariesCompany, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice transactions contemplated by this Agreement (each such acquisition transaction, an “Acquisition Transaction”), (bii) shall not takesolicit or initiate discussions, nor shall it permit any negotiations or submissions of its Affiliates, officers, directors, employees proposals or representatives to take, any action to solicit, initiate or engage offers in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any respect of their Affiliates) concerning an Acquisition Transaction, (ciii) 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 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. Seller shall not provide notify Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by Seller or any of the Representatives of any proposal or offer from any Person other than Buyer to effect an Acquisition Transaction or any request for non-public information relating to the Company by any Person other than Buyer. Seller and the Company shall, and shall not permit its Subsidiaries cause their respective Representatives to, immediately cease and cause to provide) and shall promptly, and in be terminated any event, within twenty-four (24) hours of the date of this Agreement, terminate access of existing discussions or negotiations with any third Person Persons (other than the Monocle Parties and/or any of their AffiliatesBuyer) conducted heretofore with respect to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; Acquisition Transaction. Seller and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide not release any third party from the confidentiality provisions of any agreement to Monocle. Notwithstanding the foregoing, which Seller or the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into is a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transactionparty.

No Shop. During Prior to the Interim Periodtermination of this Agreement, the Company Holders shall not, and shall not permit either of the Acquired Companies or their Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives or agents to, directly or indirectly, (a) shall immediately cease and cause to be terminateddiscuss, shall cause its Subsidiariesencourage, and shall cause it and its Subsidiaries representatives to immediately cease and cause to be terminatednegotiate, all existing activitiesundertake, discussionsinitiate, negotiations and communicationsauthorize, if anyrecommend, with propose or enter into, any Persons with respect to any business combination transaction, whether by way of merger, consolidation, business combination, purchase or disposition of any assets or equity interests of the Company’s equity securities (other than any purchases of equity securities from employees of the Company Acquired Companies or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or any of its Subsidiariesotherwise, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice transactions contemplated by this Agreement (each such acquisition transaction, an “Acquisition Transaction”), (b) shall not takefacilitate, nor shall it permit any encourage, solicit or initiate discussions, negotiations or submissions of its Affiliates, officers, directors, employees proposals or representatives to take, any action to solicit, initiate or engage offers in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any respect of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Acquired Companies 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. Commencing on the Execution Date, the Holders shall, and shall not permit its Subsidiaries cause the Acquired Companies and their Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives and agents to, (i) immediately cease and cause to provide) and shall promptly, and in be terminated any event, within twenty-four (24) hours of the date of this Agreement, terminate access of existing discussions or negotiations with any third Person Persons (other than the Monocle Buyer Parties) conducted heretofore with respect to any Acquisition Transaction, (ii) except to the extent prohibited by a confidentiality obligation owed to a Person as of May 17, 2011, notify the Buyer Parties and/or 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 Parties to effect an Acquisition Transaction or any request for non-public information relating to the Acquired Companies or for access to the properties, books or records of their Affiliatesthe Acquired Companies by any Person other than the Buyer Parties (such notice shall indicate the material terms of any such proposal or offer, or modification or amendment to such proposal or offer) and (iii) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly extent not previously requested, request the return or destruction of any confidential information written or electronic materials provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return contemplated or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an potential Acquisition Transaction.

No Shop. During From the Interim Perioddate hereof until the Closing Date, the Company (a) each of Sellers agrees that, without Buyer's prior written consent, it shall immediately cease and cause to be terminated, shall cause its Subsidiaries, not and shall cause it and its Subsidiaries representatives to immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with not permit any Persons with respect to any purchase subsidiary or affiliate of any of the Company’s equity securities Sellers to, directly or indirectly, (other than A) offer or convey any purchases of equity securities from employees of the Company Acquired Assets or any of its Subsidiaries) or any merger or the Business (except only the sale of substantial assets involving the Company or any of its Subsidiaries, other than immaterial assets or assets sold inventory in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Transaction”)practices) or control thereof, (bB) shall not takeissue, nor shall it permit sell or purchase any shares of any class or series of any of the issued and outstanding capital stock or other equity interests of either of them or any security interest convertible into or exchangeable for such stock or other equity interest or any option or warrant with respect to such stock or other equity interest, or (C) merge or consolidate with another entity, and no Seller or anyone acting on its Affiliates, officers, directors, employees or representatives to take, any action to behalf will solicit, initiate entertain or engage in encourage inquiries or proposals, or enter into, pursue, or carry on any discussions or negotiations, with respect to any transaction of the type referred to above with any person or entity other than Buyer. Sellers shall immediately cease and cause to be terminated any existing activities, discussions or negotiations withwith any parties conducted heretofore in respect of any such transaction. Without limiting the generality of, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any of their Affiliates) concerning providing an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries exception to provide) and shall promptly, and in any event, within twenty-four (24) hours of the date of this Agreement, terminate access of any third Person (other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, if an offer unsolicited by a Seller or its representatives is received prior to the Company Closing, Sellers shall promptly advise Buyer of the identity of such offeror and communicate to Buyer the terms of any oral inquiry or proposal which it or they may respond receive and deliver to Buyer a copy of any unsolicited proposal regarding such offer in writing. Without limiting the rights of Buyer to pursue any remedies, the parties agree that damages are not an Acquisition Transaction only by indicating adequate remedy for a breach of this Section 7.5 and that the Company has entered into a binding definitive agreement with respect to a sale obligations under this Section 7.5 of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition TransactionSellers may be specifically enforced.

No Shop. During the Interim Period, the Company (a) From the date hereof until the earlier of the Closing and the date that this Agreement is terminated pursuant to Article VII, the Seller Parties shall immediately cease and cause to be terminated, shall cause its Subsidiariesnot, and shall cause it their respective Affiliates and its Subsidiaries representatives to immediately cease and cause to be terminatedRepresentatives not to, all existing activitiesdirectly or indirectly: (i) solicit, discussionsinitiate, negotiations and communicationsencourage, if anyaccept or facilitate any inquiry, with indication of interest, proposal or offer from any Persons with respect to any purchase of any of the Company’s equity securities person or entity (other than Buyer or its Affiliates) relating to or in connection with an Alternative Transaction (as defined below); (ii) participate in, negotiate, discuss, accept or enter into any purchases agreement, arrangement or understanding with any person (other than Buyer or its Affiliates) relating to, or reasonably expected to lead to, an Alternative Transaction; (iii) provide information to any Person with respect to, or otherwise cooperate in any way or assist or participate in connection with, any proposal that constitutes or could reasonably be expected to lead to an Alternative Transaction or (iv) commit to, enter into or consummate any Alternative Transaction. (b) For purposes hereof, “Alternative Transaction” means any offer or proposal by a third party for (1) any acquisition or purchase, direct or indirect, of any shares or equity securities from employees interests or other security of the Company or any of its Subsidiaries) , including any security convertible into or exercisable or exchangeable for, any shares or equity interests or other security of the Company or any merger of its Subsidiaries, or (2) a merger, amalgamation, consolidation, share exchange, business combination, sale of substantial assets a portion of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Transaction”), (b) shall not take, nor shall it permit any of its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any of their Affiliates) concerning an Acquisition Transaction, . (c) shall Each Seller Party acknowledges and agrees that the restrictions contained herein are reasonable and necessary to protect Buyer’s legitimate business interest and, if violated, may cause Buyer irreparable harm for which monetary damages would not provide (and shall not permit be an adequate remedy. Accordingly, each Seller Party agrees that if any portion of this Section 5.16 is breached, then Buyer may at its Subsidiaries to provide) and shall promptlyelection in any court of competent jurisdiction, and in any event, within twenty-four (24) hours of the date of this Agreement, terminate access of any third Person (other than the Monocle Parties and/or any of their Affiliates) addition to any data room (virtual other remedy available to it, obtain specific performance of such provision or actual) containing any of enjoin a Seller Party from engaging in the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction andactivities proscribed by this Section 5.16, in connection therewith, shall demand that all each case without any requirement to post a bond for such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monoclepurpose. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction.- 63 -

No Shop. During the Interim PeriodSeller shall not, the Company and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Subsidiaries, Affiliates and shall cause it all of its and its Subsidiaries representatives their Representatives to immediately cease and cause to be terminated, all existing activities, discussions, discussions or negotiations and communications, if any, with any Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any purchase of inquiry, proposal or offer from any of the Company’s equity securities Person (other than any purchases of equity securities from employees of the Company Buyer or any of its SubsidiariesAffiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any merger portion of the Business or sale of substantial assets involving the Company or any of its Subsidiaries, Purchased Assets (other than immaterial assets or assets sold dispositions of Purchased Assets in the ordinary course of business consistent with past practice business). Seller shall promptly (each such acquisition transaction, an “Acquisition Transaction”), (b) shall not take, nor shall it permit any of its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries to provide) and shall promptly, and in any event, event within twenty-four (24three Business Days after receipt thereof by Seller or its Representatives) hours of the date of this Agreement, terminate access advise Buyer in writing of any third Person (Acquisition Proposal, any request for information or other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement inquiry with respect to a sale any Acquisition Proposal, the material terms and conditions of such request, inquiry or Acquisition Proposal, and the identity of the Company Person making the same. Seller agrees that the rights and is unable remedies for noncompliance with this Section 6.7 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide any information related an adequate remedy to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition TransactionBuyer.

No Shop. During Until the Interim Periodearlier of the Closing Date or termination of this Agreement pursuant to ARTICLE XII, Parent shall not, and shall cause the Company Companies and each of Parent's subsidiaries not to, and shall cause their respective employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (a) shall make, solicit, assist, initiate, or in any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "THIRD PARTY") relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by SECTION 7.4) or of any capital stock or any other equity interest of any Company (an "ACQUISITION TRANSACTION"), (b) enter into any understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated, shall cause its Subsidiaries, and shall cause it and its Subsidiaries representatives to immediately cease and cause to be terminated, all terminated any existing activities, discussions, discussion or negotiations and communications, if any, with any Persons parties conducted heretofore with respect to any purchase of any of the Company’s equity securities (other than any purchases of equity securities from employees of the Company or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or any of its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Transaction”), (b) shall not take, nor shall it permit any of its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any of their Affiliates) concerning an potential Acquisition Transaction, (c) and shall not provide notify Buyer by facsimile (and shall not permit its Subsidiaries to provideconfirm receipt by telephone) and shall promptly, and in any event, within twenty-four (24) hours of the date of this Agreement, terminate access one business day following receipt by or awareness of any third Person (other than executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) Closing, Parent shall promptly request the destruction or return of any all non-public, confidential or proprietary information concerning the Companies provided to any Person Third Party in connection with a prospective any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction andsince January 1, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction2001.

No Shop. During the Interim Period, the Company (a) shall immediately cease The Company agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives will, and that it will cause to be terminated, shall cause each of its Subsidiaries and each of its and its Subsidiaries’ Representatives not to, and shall cause it and its Subsidiaries representatives directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to immediately cease and cause facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to be terminated, all existing activities, discussions, negotiations and communications, if any, with any Persons the Company Securityholders) with respect to any purchase Competing Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing Transaction, (iv) enter into any Competing Transaction Agreement, or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing. The Company acknowledges and agrees that the doing of any of the Company’s equity securities (other than foregoing by any purchases of equity securities from employees its Subsidiaries or any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 6.14(a). The Company shall, and shall cause its Subsidiaries and its and its Subsidiaries) ’ Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any persons conducted by the Company, 63 any of its Subsidiaries or its or any merger of their Representatives with respect to a Competing Transaction prior to the execution of this Agreement. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with such person’s consideration of acquiring (whether by merger, acquisition of stock or sale of substantial assets involving or otherwise) the Company or any of its Subsidiaries, other than immaterial assets to return (or assets sold in if permitted by the ordinary course of business consistent with past practice applicable confidentiality agreement, destroy) all information required to be returned (each or, if applicable, destroyed) by such acquisition transaction, an “Acquisition Transaction”), (b) shall not take, nor shall it permit any of its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (other than person under the Monocle Parties and/or any of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries to provide) and shall promptly, and in any event, within twenty-four (24) hours terms of the date of this Agreement, terminate access of any third Person (other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction applicable confidentiality agreement and, in connection therewithif requested by Parent, shall demand that all to enforce such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide person’s obligation to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transactiondo so.

No Shop. During From the Interim Perioddate hereof and until the earlier of the Closing or the termination of this Agreement pursuant Article VII hereof, the Company (a) Seller shall immediately cease and cause to be terminated, shall cause its Subsidiariesnot, and shall cause it the Company and its Subsidiaries representatives not to, and shall direct their respective Representatives not to immediately cease and cause to be terminated(collectively, all existing activitiesthe “Company Parties”), discussions, negotiations and communications, if any, take any of the following actions with any Persons with respect Person other than Purchaser, its Affiliates and their respective Representatives (i) knowingly solicit, initiate or agree to any purchase of proposals or offers from any Person (other than Purchaser, its Affiliates and their respective Representatives) relating to (A) any merger, business combination, or similar transaction involving Seller, the Company or any of the Company’s Subsidiaries, (B) the acquisition of ownership of any equity securities (other than any purchases of equity securities from employees of interest in Seller, the Company or any of its the Company’s Subsidiaries, or (C) or any merger or the sale of substantial all or a material portion of the assets involving of Seller or the Company or any of its Subsidiariesthe Company’s Subsidiaries (other than, other than immaterial assets or assets sold in each case, in the ordinary course of business consistent with past practice prior practice) (each such acquisition transactionany of the transactions described in clauses (A) through (C), an a “Acquisition TransactionThird-Party Acquisition”), or (bii) shall not take, nor shall it permit participate in any of its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate with, knowingly facilitate or enter into knowingly encourage any binding agreement with effort or attempt by any Person to do or seek, a Third-Party Acquisition; provided, however, that, for the avoidance of doubt, nothing contained herein shall limit, preclude or restrict the right of any Company Party to take any of the actions otherwise prohibited hereunder with respect to Seller or any Subsidiary of Seller (other than the Monocle Parties and/or Company or any Subsidiary thereof), provided that if any such actions involve Seller (as opposed to Subsidiaries of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries to provide) and shall promptly, and in any event, within twenty-four (24) hours of the date of this Agreement, terminate access of any third Person (Seller other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual Company and its Subsidiaries), such actions may not provide for or actual) containing any of the Company’s (contemplate, directly or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction andindirectly, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide or its Subsidiaries in connection therewith; provided further, however, that nothing contained herein shall limit, preclude or otherwise restrict any information related action of Seller or any Affiliate thereof with respect to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transactionmatters contemplated by Section 5.16.

No Shop. During the Interim Period, the Company (a) The Sellers and the Company acknowledge that Purchaser has spent and will continue to spend considerable time, and have incurred and will continue to incur substantial costs and expenses, in connection with the Transactions. Accordingly, and without derogating from their other obligations hereunder, the Sellers and the Company agree, severally and jointly, that, during the period commencing on the date hereof and continuing until the Expiration Date, they shall immediately cease and cause to be terminated, shall cause its Subsidiariesnot, and shall cause it their respective Affiliates, stockholders, directors, officers, employees, and other Representatives not to, directly or indirectly, (i) enter into or continue any discussions or negotiations with respect to, agree to, approve, recommend, or enter into any agreement or any understanding with respect to, or solicit, initiate, knowingly encourage, or facilitate the submission of any inquiries, proposals, or offers for, the acquisition (including, without limitation, by stock purchase, asset sale, merger, consolidation, or other business combination) by any person or entity (other than as contemplated by this Agreement), directly or indirectly, of any shares of capital stock or other equity interests in the Company or all or any portion of the assets or Company Indebtedness (other than its Subsidiaries representatives to immediately cease repayment), other than sales of products and services in the ordinary course of business (each, an “Alternative Transaction”), or (ii) furnish, or cause to be terminatedfurnished, all existing activities, discussions, negotiations and communications, if any, with any Persons with respect to any purchase of any of information concerning the Company’s equity securities (other than any purchases of equity securities from employees , its Affiliates, or their respective assets or liabilities, or allow access to the books, records, properties, or management of the Company or any of its Subsidiaries) Affiliates, to any person or any merger entity with a view to, or sale of substantial assets involving in furtherance of, an Alternative Transaction. If the Sellers, Company or any of its SubsidiariesRepresentatives, other than immaterial assets shall receive an indication of interest, term sheet, letter of intent, proposal, request for information, or assets sold in the ordinary course of business consistent with past practice any similar submission (each such acquisition transaction, an “Acquisition Transaction”whether written or oral), in each case in respect of an Alternative Transaction, the Sellers and the Company shall, immediately upon receipt thereof, subject to relevant Law as deliver written notice thereof (bincluding a summary of terms and identity thereof) to Purchaser. Without derogating from the Sellers' liability for the above, the Company shall not take, nor shall it permit be liable for any of and all breaches by Sellers (including its Affiliates, officersstockholders, directors, employees or representatives to takeofficers, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (other than the Monocle Parties and/or any of their Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries to provide) and shall promptlyemployees, and in any event, within twenty-four (24other Representatives) hours of the date of terms set forth in this Agreement, terminate access of any third Person (other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition TransactionSection.