Alternate Transactions. Nothing in this Agreement shall restrict Sellers’ right to pursue one or more Alternate Transactions, including marketing Sellers’ assets (including the Purchased Assets) or providing due diligence materials prior to entry of the Bidding Procedures Order subject to the APA Expenses and the Break-Up Fee; provided, however, that, after entry of the Bidding Procedures Order, the Sellers may pursue such Alternate Transactions solely to the extent permitted and on the terms set forth therein.
Alternate Transactions. As of the date hereof, neither the Company nor any of its Subsidiaries is pursuing, or is in discussions regarding, any solicitation, offer or proposal from any Person concerning any actual or proposed Alternate Transaction.
Alternate Transactions. The Company shall notify the Backstop Parties promptly (and, in any event, within 48 hours) if any bona fide proposal or offer (whether written or unwritten) for an Alternate Transaction (an “Alternate Transaction Proposal”) is received by it or its Subsidiaries or its or its Subsidiaries’ Representatives, indicating, in connection with such notice, the material terms and conditions of any such Alternate Transaction Proposal (including, if applicable, copies of any and all written inquiries, requests, proposals or offers, including any draft of proposed agreements received by the Company, also within 48 hours) and, thereafter, the Company shall keep the Backstop Parties reasonably informed of the status and terms of any such Alternate Transaction Proposals (including any amendments thereto) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified. None of the Company or any of its Subsidiaries shall, after the date of this Agreement, enter into any confidentiality or similar agreement that would prohibit it from providing such information to the Backstop Parties.
Alternate Transactions. (a) From the date of this Agreement until seven (7) Business Days prior to the Closing Date, Buyer may request that Seller and its Subsidiaries agree to one of the alternate transactions (the “Holding Company Transaction” or the “Partnership Transaction” and, collectively, the “Alternate Transactions”) described in Section 5.25(b) or Section 5.25(c). Seller shall reasonably cooperate, and shall cause its Subsidiaries and Representatives to reasonably cooperate, with Buyer and its Representatives in (i) providing information in its possession or control reasonably requested by Buyer in evaluating and implementing the Alternate Transactions and (ii) reviewing the Alternate Transactions to determine the impact of the implementation and consummation thereof on the parties, including, without limitation, any potential delay of the Closing and any additional costs, Taxes (including Incremental Taxes or any withholding Taxes) or other Damages (including Incremental Damages) expected to be incurred by Seller or its Subsidiaries in connection with such Alternate Transactions. Prior to the implementation of the Alternate Transaction, Seller shall prepare in good faith and provide to Buyer a schedule (the “Alternate Transaction Schedule”) containing the reasonably estimated amount and supporting calculations of the Incremental Taxes and Incremental Damages associated with the selected Alternate Transaction. If, following its review, Seller reasonably determines that the implementation and consummation of the selected Alternate Transaction should not result in any delay of the Closing in excess of Permitted Delay and any additional material Taxes, out-of-pocket costs or other Damages to Seller, its Subsidiaries, its Affiliates, or its shareholders in excess of any additional amount Buyer agrees to pay to Seller or its Subsidiaries at the closing of such Alternate Transaction, then:
(i) Buyer and its Subsidiaries shall, with Seller’s and its Subsidiaries’ reasonable cooperation, prepare all documents and filings (including, without limitation, Tax elections and requests for guidance or clearances reasonably requested by Buyer or Seller with respect to United Kingdom or United States Taxes or foreign Tax credits applicable to the selected Alternate Transaction) reasonably necessary to implement the selected Alternate Transaction (including, if applicable, Section 5.25(c)(vi)), all of which shall be submitted to Seller for its prior review and comment;
(ii) Seller or its...
Alternate Transactions. If the Company receives a written proposal or expression of interest regarding an Alternative Proposal (as defined in the RSA) during the Restructuring Support Period (as defined in the RSA) that the board of directors of the Company, after considering all relevant factors, including, but not limited to, execution risk (i.e., ability to consummate such Alternative Proposal through chapter 11 proceedings) and treatment of Claims, determines in good faith that such Alternative Proposal would, if consummated, better maximize the total enterprise value of the Company for, and provide better recoveries to, applicable stakeholders than the Restructuring (as defined in the RSA) (a “Superior Proposal”), the Company shall promptly notify counsel to the Required Commitment Parties of any such proposal or expression of interest relating to an Alternative Proposal, with such notice to include the material terms thereof, including the identity of the Person or group of Persons involved, in each case subject to any confidentiality or similar agreement entered into by the Company. In the event that the Company executes a Superior Proposal, the Company shall only do so after conducting a public auction pursuant to procedures established by the Bankruptcy Court after notice and a hearing.
Alternate Transactions. (1) From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Plan Effective Date, the Company and its subsidiaries agree not to seek, solicit, or propose any Alternative Restructuring Proposal (as defined in the RSA).
(2) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company, any of its subsidiaries, or the board of directors, board of managers, or similar governing body of any of them, in such person’s capacity as a director, officer, or member of the Company or any of its subsidiaries, to take any action or to refrain from taking any action to the extent the Company, such subsidiary, or such board of directors, board of managers, or similar governing body believes in good faith, based on advice of counsel, that the taking or failing to take such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 7(m)(2) shall not be deemed to constitute a breach of this Agreement; provided, however, that nothing in this Section 7(m)(2) shall be deemed to amend, supplement, or otherwise modify, or constitute a waiver of, any termination right that may arise as a result of any such action or omission; provided further, it is agreed that any such action that results in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 14(d) hereof.
(3) Notwithstanding anything to the contrary in this Agreement, but subject to the terms of Section 7(m)(1) and Section 7(m)(2), the Company, each of its subsidiaries, and each of their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (a) consider, respond to, facilitate, and negotiate in connection with any Alternative Restructuring Proposal received by the Company or any of its subsidiaries that is a Superior Proposal (as defined in the RSA) and (b) enter into or continue discussions or negotiations with holders of Company Claims/Interests (as defined in the RSA) (including any Backstop Party), any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee), or any other Person regarding the Restructuring Transactions (as defined in the RSA). If the Company or any of its subsidiar...
Alternate Transactions. The Seller Group shall, and shall cause each Seller Group Company, and each of their respective Affiliates, directors, officers, employees, agents and other representatives to, immediately discontinue any discussions or negotiations with any Person (other than Parent, Merger Sub I and Merger Sub II) relating to any possible acquisition of any Seller Group Company (whether by way of merger, purchase of securities or other ownership interests, purchase of assets or otherwise) or any liquidation, dissolution, recapitalization or other significant corporate reorganization of any Seller Group Company (an “Alternate Transaction”). Until the earlier of the applicable Closing or the termination of this Agreement pursuant to the terms hereof, the Seller Group shall not, and shall cause each Seller Group Company, and each of their respective Affiliates, directors, officers, employees, agents and other representatives not to, take any of the following actions with any Person other than Parent, Merger Sub I and Merger Sub II: (i) solicit, initiate, authorize, recommend, propose, entertain or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with any Person relating to any possible Alternate Transaction, (ii) furnish or cause to be furnished to any Person, other than Parent, Merger Sub I or Merger Sub II, information relating to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Alternate Transaction, or (iii) enter into any agreement with any Person providing for any possible Alternate Transaction.
Alternate Transactions. As of the date hereof, neither the Company nor any of its Subsidiaries is party to any commitment, arrangement or agreement to pursue, implement or effectuate any Alternate Transaction.
Alternate Transactions. (a) From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, (i) the Company and its Subsidiaries shall, and shall instruct and direct their respective Representatives to, immediately cease and terminate any ongoing solicitation, discussions and negotiations with respect to any Alternate Transaction, and (ii) the Company and its Subsidiaries shall not, and the Company and its Subsidiaries shall instruct and direct their respective Representatives not to, directly or indirectly, initiate, solicit, engage in or participate in any discussions, inquiries or negotiations in connection with any proposal or offer relating to an Alternate Transaction, afford access to the business, properties, assets, books or records of or provide any non-public information relating to the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Person that is seeking to make, or has made, an Alternate Transaction Proposal. It is agreed that any violation of the restrictions on the Company set forth in this Section 6.06(a) by the Company or any of its Subsidiaries or any Representative thereof shall be a material breach of this Section 6.06 by the Company.
(b) Notwithstanding the foregoing clause (a), if following the date of this Agreement (1) the Company or any of its Subsidiaries receives a bona fide unsolicited proposal or offer (whether written or unwritten) for an Alternate Transaction (an “Alternate Transaction Proposal”) from any Person not solicited by the Company or its Subsidiaries in violation of this Section 6.06 and (2) the Board has determined in good faith, after consultation with its outside counsel and independent financial advisor, that such Alternate Transaction Proposal, which must be in writing, constitutes, or could reasonably be expected to result in, a Superior Transaction and that failure of the Board to pursue such Alternate Transaction Proposal would reasonably be expected to result in a breach of the Board’s fiduciary duties under applicable Laws (a “Superior Proposal”), the Company may, in response to such Superior Proposal: (x) furnish non-public information in response to a request therefor by such Person if such Person has executed and delivered to the Company a confidentiality agreement (a copy of which shall be provided to each of the Backstop Parties within 24 hours of...
Alternate Transactions. (a) From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, (i) the Company and its Subsidiaries shall, and shall instruct and direct their respective Representatives to, immediately cease and terminate any ongoing solicitation, discussions and negotiations with respect to any Alternate Transaction, and
