Common use of No Solicitation of Transactions Clause in Contracts

No Solicitation of Transactions. The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction in violation of the BCA. Sponsor shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. If the Sponsor receives any inquiry or proposal with respect to a Business Combination Proposal, then Sponsor shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor Each of the Stockholders, severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction an Alternative Transaction in violation of the BCA. Sponsor Each Stockholder shall, and shall cause direct his, her or its affiliates representatives and Representatives agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person parties that may be ongoing with respect to any Alternative Transaction (other than with the Company, its stockholders and their respective affiliates and Representativestransactions contemplated by the BCA) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalextent required by the BCA. If the Sponsor any Stockholder receives any inquiry or proposal with respect to a Business Combination Proposalan Alternative Transaction, then Sponsor such Stockholder shall promptly (and in no event later than twenty-four (24) hours after the Sponsor such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger sale of the Company that prohibits Sponsor such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or UpHealth BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal an Alternative Transaction or other transaction in violation of the BCA or UpHealth BCA. Sponsor shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, UpHealth, its and their stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalan Alternative Transaction. If the Sponsor receives any inquiry or proposal with respect to a Business Combination Proposalan Alternative Transaction, then Sponsor shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 GigCapital2 is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor Each of the Members severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction an Alternative Transaction in violation of the BCA. Sponsor Each Member shall, and shall cause direct its affiliates representatives and Representatives agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person parties that may be ongoing with respect to any Alternative Transaction (other than with the Company, its stockholders and their respective affiliates and Representativestransactions contemplated by the BCA) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalextent required by the BCA. If the Sponsor any Member receives any inquiry or proposal with respect to a Business Combination Proposalan Alternative Transaction, then Sponsor such Member shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes such Member become aware of such inquiry or proposal) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger sale of the Company that prohibits Sponsor such Member from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor Each Stockholder, severally and not jointly, agrees that between (x) the date of this Agreement and (y) the earlier of the Effective Time of the Merger or the date of termination of the Merger Agreement, such Stockholder will not to and will not permit any investment banker, counsel or representative of the Stockholder, on behalf of the Stockholder, to, directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate initiate, consider, encourage or knowingly encourage (including by furnishing information) the submission ofaccept any other proposals or offers from any person constituting an Acquisition Proposal, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or discussions, conversations, negotiations and other communications regarding, or furnish to any other person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent respect to, or otherwise cooperate in any way with respect toway, assist or knowingly assist, participate in, facilitate or encourageencourage any effort or attempt by any other person to make an Acquisition Proposal, except in each case to the extent that the Stockholder is otherwise permitted by the Merger Agreement. Each Stockholder immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any unsolicited persons conducted heretofore with respect to any of the foregoing. Each Stockholder shall notify IRT promptly if any such proposal that constitutesor offer, or may reasonably be expected to lead to, a Business Combination Proposal any inquiry or other transaction in violation of the BCA. Sponsor shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations contact with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect tothereto, or which is reasonably likely made and shall, in any such notice to give rise to or result inIRT, a Business Combination Proposal. If indicate in reasonable detail the Sponsor receives any identity of the person making such proposal, offer, inquiry or proposal contact and the terms and conditions of such proposal, offer, inquiry or other contact, except with respect to a Business Combination Proposalproposals, then Sponsor shall promptly (and in no event later than twenty-four (24) hours after offers, inquiries or other contacts by or with the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor from considering such inquiry or proposalinterested parties.

No Solicitation of Transactions. The Sponsor Each of the Stockholders severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction an Alternative Transaction in violation of the BCA. Sponsor Each Stockholder shall, and shall cause direct its affiliates representatives and Representatives agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person parties that may be ongoing with respect to any Alternative Transaction (other than with the Company, its stockholders and their respective affiliates and Representativestransactions contemplated by the BCA) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalextent required by the BCA. If the Sponsor any Stockholder receives any inquiry or proposal with respect to a Business Combination Proposalan Alternative Transaction, then Sponsor such Stockholder shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes such Stockholder become aware of such inquiry or proposal) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger sale of the Company that prohibits Sponsor such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor agrees not to None of the Stockholders nor any of their affiliates shall, directly or indirectly, through and each Stockholder will instruct his agents, advisors and other representatives (including, without limitation, any officerinvestment banker, directorattorney or accountant retained by it) not to, representative, agent directly or otherwiseindirectly, (a) solicit, initiate or knowingly encourage the initiation of (including by way of furnishing non-public information) the submission of, any inquiries or participate in proposals regarding any discussions or negotiations regarding, any transaction in violation of the BCA Competing Transaction or (b) participate have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further a Competing Transaction, or engage in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect toconcerning a Competing Transaction, or knowingly assistfacilitate any effort or attempt to make or implement a Competing Transaction. Each Stockholder and each of his agents, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal advisors or other transaction in violation of the BCA. Sponsor shall, and representatives shall cause its affiliates and Representatives to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. If the Sponsor receives any inquiry or proposal heretofore with respect to a Business Combination Proposal, then Sponsor any of the foregoing. Each Stockholder shall promptly (advise the Company orally and in no event later than twenty-four writing of (24a) hours after the Sponsor becomes aware of such inquiry any proposal for a Competing Transaction or proposal) notify such person in writing that GigCapital5 is subject to an exclusivity agreement any request for information with respect to any proposal for a Competing Transaction received by such Stockholder or any of his agents, advisors or other representatives, the Merger that prohibits Sponsor from considering material terms and conditions of such inquiry proposal for a Competing Transaction or proposalrequest and the identity of the person making such proposal for a Competing Transaction or request (and provide the Company with copies of any written proposal for a Competing Transaction or amendments or supplements thereto) and (b) any changes in any such proposal for a Competing Transaction or request.

No Solicitation of Transactions. The Sponsor During the period commencing on the date hereof and ending on the Expiration Time, each of the Stockholders severally and not jointly, agrees not to to, directly or indirectly, indirectly (through any affiliate, officer, director, representative, agent or otherwise), (a) solicit, initiate or knowingly encourage encourage, facilitate or continue inquiries regarding (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Company Acquisition Proposal or other transaction in violation of the BCA. Sponsor Each Stockholder shall, and shall cause direct its affiliates representatives and Representatives agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person parties that may be ongoing with respect to any Company Acquisition Proposal (other than with the Company, its stockholders and their respective affiliates and Representativestransactions contemplated by the BCA) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalextent required by the BCA. If the Sponsor any Stockholder receives any inquiry or proposal with respect to a Business Combination Company Acquisition Proposal, then Sponsor such Stockholder shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes such Stockholder become aware of such inquiry or proposal) (i) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger sale of the Company that prohibits Sponsor such Stockholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposal.

No Solicitation of Transactions. The Sponsor Each of the Stockholders severally and not jointly, agrees not to directly or indirectly, through any officer, director, representativeRepresentative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction an Alternative Transaction in violation of the BCA. Sponsor Each Stockholder shall, and shall cause direct its affiliates Representatives and Representatives agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person parties that may be ongoing with respect to any Alternative Transaction (other than with the Company, its stockholders and their respective affiliates and Representativestransactions contemplated by the BCA) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalextent required by the BCA. If the Sponsor any Stockholder receives any inquiry or proposal with respect to a Business Combination Proposalan Alternative Transaction, then Sponsor such Stockholder shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes such Stockholder become aware of such inquiry or proposal) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger sale of the Company that prohibits Sponsor such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor agrees not to Seller and the Company will not, directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information) the submission of), or participate in take any discussions or negotiations regardingother action to facilitate, any transaction in violation inquiries or the making of the BCA any proposal or offer (bincluding any proposal or offer to Seller’s members) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction, (b) enter into, maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Business Combination Proposal Competing Transaction, (c) authorize or other transaction in violation permit any of their Affiliates or Representatives to (and will instruct such Affiliates and Representatives to not) take any of the BCAforegoing actions or (d) agree to any Competing Transaction. Sponsor shallSeller will notify Buyer immediately (and in any event within 24 hours) after receipt by Seller, any of its Affiliates or the Company (or any of their Representatives) of any proposal for, or inquiry respecting, any Competing Transaction. Such notice to Buyer shall indicate in reasonable detail the identity of the Person making such proposal or inquiry and the terms and conditions of each proposal or inquiry. Following the date hereof, Seller and the Company shall promptly cease and cause its affiliates and Representatives to, immediately cease any and to be terminated all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. If the Sponsor receives any inquiry or proposal heretofore with respect to a Business Combination ProposalCompeting Transaction. Seller and the Company agree not to release any Person from, then Sponsor shall promptly (and in no event later than twenty-four (24) hours after or waive any provision of, any confidentiality or standstill agreement to which it is a party that relates to Seller or the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor from considering such inquiry or proposalCompany.

No Solicitation of Transactions. The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction in violation of the BCA. Sponsor shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. If the Sponsor receives any inquiry or proposal with respect to a Business Combination Proposal, then Sponsor shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 GigCapital3 is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor Each of the Stockholders severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination Proposal or other transaction an Alternative Transaction in violation of the BCA. Sponsor Each Stockholder shall, and shall cause direct its affiliates representatives and Representatives agents to, immediately cease and cause to be terminated any and all existing discussions or negotiations with any person parties that may be ongoing with respect to any Alternative Transaction (other than with the Company, its stockholders and their respective affiliates and Representativestransactions contemplated by the BCA) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposalextent required by the BCA. If the Sponsor any Stockholder receives any inquiry or proposal with respect to a Business Combination Proposalan Alternative Transaction, then Sponsor such Stockholder shall promptly (and in no event later than twenty-four (24) hours after the Sponsor such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger sale of the Company that prohibits Sponsor such Stockholder from considering such inquiry or proposal.

No Solicitation of Transactions. The Sponsor Each Securityholder agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA Merger Agreement or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Business Combination an Acquisition Proposal or other transaction in violation of the BCAMerger Agreement. Sponsor Each Securityholder shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person (other than with the CompanyAcquiror, its stockholders and their respective affiliates and Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination an Acquisition Proposal. If the Sponsor any Securityholder receives any inquiry or proposal with respect to a Business Combination an Acquisition Proposal, then Sponsor such Securityholder shall promptly (and in no event later than twenty-four (24) hours after the Sponsor such Securityholder becomes aware of such inquiry or proposal) notify such person in writing that GigCapital5 the Company is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor such Securityholder from considering such inquiry or proposal.