IT IS AGREED:
In this Exclusivity Agreement, including the recitals, the following words and expressions will have the following respective meanings and, if not expressly defined herein, unless the context otherwise requires, words and expressions defined in the SPA or the Offer will have the same meanings where used in this Exclusivity Agreement:
Alternative Transaction means (i) any partial or total sale or acquisition of securities issued by a Group Company whether directly or indirectly, whether conditional or not, and including in connection with any acquisition or investment proposal received by any Third Party, (ii) any sale or acquisition of all or a material portion of a Group Companys assets to any Third Party, (iii) any plan of complete or partial liquidation, dissolution, merger, consolidation, business combination, restructuring, recapitalization or other reorganization of a Group Company to the benefit of any Third Party, (iv) any acquisition by merger or consolidation with, or by purchase of an equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof, in each case involving a Group Company, to the benefit of any Third Party, or (v) any issuance, sale, pledge, disposition, grant, transfer, or encumbrance, to the benefit of any Third Party, of any share capital or other equity or voting interests of a Group Company, or securities convertible or exchangeable into or exercisable for any share capital or other equity or voting interests of a Group Company, or any options, warrants or other rights of any kind to acquire any share capital or other equity or voting interests of a Group Company or securities convertible, exchangeable or exercisable therefor.
Date of this Exclusivity Agreement means the date on which this Exclusivity Agreement has been signed by the Sellers, the Company and the Purchaser;
Consultations has the meaning given to it in Article 3.2;
Definitive Opinion(s) has the meaning given to it in Article 3.1;
Definitive Opinions Date means the date on which all Definitive Opinions have been obtained;
Exclusivity Period has the meaning given to it in Article 2.4;
Representatives means, with respect to any person, the Affiliates, directors, corporate officers, officers, employees, agents and other representatives of such person;
Third Part(y)(ies) means any person other than the Purchaser.
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In consideration of the Purchaser making the Offer, the Sellers agree and undertake, jointly and severally, that they will not and will cause their Representatives not to:
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directly or indirectly solicit, initiate or knowingly encourage, or enter into, initiate, participate in or continue discussions or negotiations (whether or not conditional), with any Third Party in connection with, or with a view to, agreeing or implementing an Alternative Transaction;