OF EACH CALENDAR MONTH, AND THE
RELATED UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS OF THE COMPANIES AND
THEIR SUBSIDIARIES FOR THE MONTH THEN ENDED (IN EACH CASE, IN THE FORM PREPARED
IN THE ORDINARY COURSE), WITHIN THIRTY (30) DAYS AFTER THE END OF SUCH MONTH.
104
SECTION 5.14
EXCLUSIVITY.
FROM THE DATE HEREOF UNTIL
THE CLOSING (OR EARLIER TERMINATION OF THIS AGREEMENT), SELLERS SHALL NOT, AND
SHALL CAUSE THEIR AFFILIATES NOT TO, DIRECTLY OR INDIRECTLY, KNOWINGLY SOLICIT,
ENCOURAGE, NEGOTIATE, DISCUSS (OTHER THAN TO STATE THAT THEY ARE NOT PERMITTED
TO DISCUSS) OR PROVIDE ANY ASSISTANCE WITH ANY OFFERS, INQUIRIES OR PROPOSALS
FROM ANY PERSON (OTHER THAN PURCHASERS) RELATING TO, OR THAT COULD REASONABLY BE
EXPECTED TO LEAD TO, ANY PROPOSAL OR TRANSACTION INVOLVING, DIRECTLY OR
INDIRECTLY, THE ACQUISITION OF ALL OR ANY OF THE COMPANIES AND THEIR
SUBSIDIARIES, OR THE SALE OF ANY SECURITIES OF, OR ACQUISITION OF ANY RECORD
OWNERSHIP INTEREST IN, ANY OF THE COMPANIES AND THEIR SUBSIDIARIES, THE SALE OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE BUSINESS OF THE COMPANIES AND
THEIR SUBSIDIARIES (INCLUDING ANY TRANSACTION STRUCTURED AS A MERGER,
CONSOLIDATION, BUSINESS COMBINATION, SHARE EXCHANGE, STOCK SALE OR OTHER SIMILAR
TRANSACTION) (OTHER THAN THE TRANSACTIONS CONTEMPLATED HEREBY).
FROM THE DATE
HEREOF UNTIL THE CLOSING (OR EARLIER TERMINATION OF THIS AGREEMENT), EXCEPT TO
THE EXTENT LEGALLY PROHIBITED, SGC WILL PROMPTLY NOTIFY PURCHASERS OF ALL
MATERIAL TERMS OF ANY SUCH INQUIRIES OR PROPOSALS RECEIVED BY SELLERS OR ANY OF
THEIR AFFILIATES.
SECTION 5.15
NON-SOLICITATION.
FOR A PERIOD OF ONE
(1) YEAR FROM AND AFTER THE CLOSING DATE, EXCEPT AS OTHERWISE CONTEMPLATED BY
THIS AGREEMENT WITH RESPECT TO EMPLOYEES, NEITHER SELLERS OR THEIR AFFILIATES,
ON THE ONE HAND, OR PURCHASERS, THE COMPANIES AND THEIR SUBSIDIARIES, ON THE
OTHER HAND, WILL, WHETHER ALONE, JOINTLY WITH ANOTHER OR DIRECTLY OR INDIRECTLY,
SEEK TO ENTICE AWAY, SOLICIT FOR EMPLOYMENT, OFFER TO EMPLOY OR HIRE ANY PERSON
WHO IS AN EMPLOYEE OF THE OTHER AS OF THE CLOSING DATE; PROVIDED, HOWEVER, THAT
THE FOREGOING PROVISION SHALL NOT PRECLUDE ANY SUCH PERSON FROM (A) MAKING GOOD
FAITH GENERALIZED SOLICITATIONS FOR EMPLOYEES (NOT TARGETED AT EMPLOYEES OF THE
OTHER PARTY) THROUGH ADVERTISEMENTS OR SEARCH FIRMS AND HIRING ANY PERSONS
THROUGH SUCH SOLICITATIONS, PROVIDED, THAT SUCH PERSON DOES NOT ENCOURAGE OR
ADVISE OR CAUSE SUCH FIRM TO APPROACH ANY SUCH EMPLOYEE; OR (B) RESPONDING TO OR
HIRING ANY EMPLOYEE OF THE OTHER WHO CONTACTS SUCH PERSON AT HIS OR HER OWN
INITIATIVE WITHOUT ANY PRIOR DIRECT OR INDIRECT ENCOURAGEMENT OR SOLICITATION
(OTHER THAN AS PERMITTED BY SECTION 5.15(A)), (C) SOLICITING, OFFERING TO EMPLOY
OR HIRING ANY FORMER EMPLOYEE OF THE OTHER WHOSE EMPLOYMENT HAS BEEN TERMINATED
BY THE OTHER PRIOR TO SUCH SOLICITATION, OFFER OR HIRING, OR (D) IN THE CASE OF
SELLERS AND THEIR AFFILIATES, SOLICITING, OFFERING TO EMPLOY OR HIRING ANY
EMPLOYEE IDENTIFIED AS A "FINANCE EMPLOYEE" IN SCHEDULE 1.1(B) OF THE SELLER
DISCLOSURE SCHEDULE IN THE EVENT THAT, PRIOR TO SUCH SOLICITATION, OFFER OR
HIRING, PURCHASERS HAD DETERMINED TO RELOCATE THE