Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, initiate, solicit or encourage, directly or indirectly, the submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidation, reorganization, exchange, plan of liquidation or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoing; and (c) that it will notify the Purchaser promptly if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to the Effective TimeDate, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor and it and they shall it or any of direct and use its Subsidiaries, knowingly permit and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets of or any equity securities of, the Company or any of its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify the Purchaser promptly Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 8.9 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to the Purchaser Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, entity and (C) the Company keeps the Purchaser reasonably Parent promptly informed of the status and all material information with respect to terms and conditions of any such discussions or negotiationsnegotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effectAgreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)Proposal), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and cause its Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit initiate or encouragesolicit, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholdersStockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets of or any equity securities of, the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 5.1; and (c) that it will notify the Purchaser promptly other immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from (iA) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (Ai) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, ; (Bii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to Watsxx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, ; and (Ciii) subject to any confidentiality agreement with such person or entity (which the Company determined in good faith was required to be executed in order for its Board of Directors to comply with its fiduciary duties to stockholders imposed by law), the Company keeps the Purchaser reasonably informed Watsxx xxxormed of the status and all material information with respect to of any such discussions or negotiations; and (iiB) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), ; (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effectAgreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreement.shall

Alternative Proposals. Prior to the Effective TimeDate, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall direct and use its best efforts to cause it or any of and its Subsidiaries, knowingly permit their respective ' officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of all or substantially all of the assets or any equity securities of of, the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 9.6; and (c) that it will notify the Purchaser promptly Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; it or any of its Subsidiaries: provided, however, that nothing contained in this Section 5.1 9.6 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith (after consultation with and based on advice of its outside legal counsel) that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, (i) the Company provides written notice to the Purchaser Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, entity and (ii) the Company and such person or entity enter into an appropriate confidentiality agreement with respect to information to be supplied by the Company and (C) the Company keeps the Purchaser reasonably Parent promptly informed of the status and all material information with respect to terms and conditions of any such discussions or negotiationsnegotiations (including identities of parties) and, if any such proposal or inquiry is in writing, furnishes a copy of such proposal or inquiry to Parent as soon as practicable after the receipt thereof; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 9.6 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 XI hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effectAgreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to the Effective Time, --------------------- the Company agrees agrees (a) that neither it nor any of its Subsidiaries shallshall not, nor shall it or any of permit its Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiariesit) to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of of, the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal or otherwise take any action to knowingly facilitate any effort or attempt to make or implement an Alternative Proposal; ; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoingforegoing and will take the necessary steps to inform any such person or entity of the Company's obligations under this Section 5.1; and and (c) that it will notify the Purchaser promptly immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited unsolicited, bona fide, Fully-Financed (as hereinafter defined) Alternative Proposal which would yield to stockholders a net price of not less than $4.85 per share in cash and without reduction of any sort (a "Qualifying Alternative Proposal") and that the Board of Directors of the Company in good faith determines (in consultation with its financial advisors) represents a financially superior transaction for the stockholders of the Company as compared to the Merger, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (xA) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (yB) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect unless the Company shall have given the Purchaser ten days' prior written notice of its intent to terminate the Agreement during which period the Purchaser will have the opportunity to match the consideration offered by any such Alternative Proposal (if the Purchaser offers to match such consideration, the Agreement shall be amended to increase the consideration and, if necessary, to extend time periods to permit proxy recirculation (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)Proposal), or (zC) affect any other obligation of the Company under this Agreement. For purposes hereof, a "Fully-Financed" Alternative Proposal shall be one where the prospective acquiror through its possession of one or more of (i) marketable securities, cash and cash equivalents, (ii) undrawn lines of credit from reputable financial institutions and (iii) commitment letters from one or more reputable institutions (which may only be subject to completion of due diligence and other standard conditions), has sufficient financing to pay in full the consideration provided for in such Alternative Proposal and any amounts payable pursuant to Section 7.5(a) of this Agreement. Notwithstanding anything to the contrary contained herein, a Qualifying Alternative Proposal may be subject to the reasonable due diligence of the prospective acquiror.

Alternative Proposals. Prior to the Effective TimeDate, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries, knowingly permit their respective best efforts to cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets of or any equity securities of, the Company or any of its Significant Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.7; and (c) that it will notify the Purchaser promptly Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 8.7 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, entity and (C) the Company keeps the Purchaser reasonably Parent promptly informed of the status and all material information with respect to terms and conditions of any such discussions or negotiationsnegotiations (including identities of parties) and, if any such proposal or inquiry is in writing, furnishes a copy of such proposal or inquiry to Parent as soon as practicable after the receipt thereof; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreement.18

Alternative Proposals. Prior to From the Effective TimeDate until the Closing of the transactions contemplated by, the Company or termination of, this Agreement, each of Seller and UCH agrees (a) that neither it nor any of shall not, and each shall direct and use its Subsidiaries shall, nor shall it or any of best efforts to cause its Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any either of its Subsidiariesthem) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholdersboard of directors) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets or equity or membership interests of the Company or its Subsidiaries other than the transactions contemplated hereby Hospital (any such proposal or offer being hereinafter referred to as an "“Alternative Proposal"”), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity Person relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity Persons conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section; and (c) that it will notify the Purchaser promptly Buyer immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, provided that nothing contained in this Section 5.1 shall prohibit the Board board of Directors directors, trustees or governors of the Company and its authorized representatives Seller or UCH from (i) furnishing information to or entering into discussions or negotiations with, any person or entity Person that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Hospital pursuant to a merger, ifconsolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if and only to the extent that, that (A) the Board relevant board of Directors of the Companydirectors, based upon the advice of outside counsel, trustees or governors determines in good faith that such action is required for the Board of Directors board to comply with its fiduciary duties to stockholders imposed by law, ; (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person, Seller or entity, the Company UCH provides written notice to the Purchaser Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entityPerson, and (C) the Company subject to any confidentiality agreement with such Person (which Seller or UCH determined in good faith was required to be executed in order for its board to comply with fiduciary duties imposed by law), Seller or UCH keeps the Purchaser reasonably Buyer informed of the status and all material information with respect to (not the terms) of any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company Seller or UCH to terminate this Agreement (except as specifically provided in Article 7 hereof11), ; (y) permit the Company Seller or UCH to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effectAgreement, the Company Seller and UCH shall not enter into any agreement with any person Person that provides for, for or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company Seller or UCH under this Agreement.

Alternative Proposals. Prior to the Effective TimeDate, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries, knowingly permit their respective best efforts to cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets of or any equity securities of, the Company or any of its Significant Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify the Purchaser promptly Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 8.9 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, entity and (C) the Company keeps the Purchaser reasonably Parent promptly informed of the status and all material information with respect to terms and conditions of any such discussions or negotiationsnegotiations (including identities of parties) and, if any such proposal or inquiry is in writing, furnishes a copy of such proposal or inquiry to Parent as soon as practicable after the receipt thereof; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effectAgreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to the Effective Time, the Company agrees (a) that neither it nor any From the Effective Date until the Closing of the transactions contemplated by, or termination of, this Agreement and subject to Section 6.4(b), Seller (i) will not, and will direct and use its Subsidiaries shall, nor shall it or any of best efforts to cause its Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any either of its Subsidiariesthem) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholdersboard of directors) with respect to a merger, acquisition, consolidation, reorganization, exchange, plan of liquidation business combination or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities or transfer of the Company or control over all or any significant portion of the assets of the Company Assets or its Subsidiaries other than the transactions contemplated hereby equity or membership interests in Seller (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity Person relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; ; (bii) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity Persons conducted heretofore with respect to any of the foregoing; , and (c) that it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section; and (iii) will notify the Purchaser promptly Buyer immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; provided, however, that nothing it. (b) Nothing contained in this Section 5.1 6.4(a) shall prohibit the Board board of Directors trustees, officers or agents of the Company and its authorized representatives Seller from (i) furnishing information to or entering into discussions or negotiations with, with any person or entity Person that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, ; provided that (A) the Board board of Directors trustees of the Company, based upon the advice of outside counsel, Seller determines in good faith that such action is required for the Board of Directors board to comply with its fiduciary duties to stockholders imposed by non-profit corporation law and other law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entityPerson, the Company Seller provides written notice to the Purchaser Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entityPerson, and (C) the Company subject to any confidentiality agreement with such Person (which Seller determined in good faith was required to be executed in order for its board to comply with fiduciary duties imposed by law), Seller keeps the Purchaser reasonably Buyer informed of the status and all material information with respect to (not the terms) of any such discussions or negotiations; and . (iic) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall shall: (xi) permit the Company Seller to terminate this Agreement (except as specifically provided in Article 7 hereof), 11; (yii) permit the Company Seller to enter into any agreement Contract with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effect, the Company Seller shall not enter into any agreement Contract with any person Person that provides for, for or in any way facilitates, facilitates an Alternative Proposal (other than a confidentiality agreement in customary form)), or ; or (ziii) affect any other obligation of the Company Seller under this Agreement.

Alternative Proposals. Prior From the date of this Agreement --------------------- until the rightful termination of this Agreement pursuant to Article VIII of this Agreement, except for continuing the discussions concerning the possible sale of certain Hospitals of which Sellers shall keep Purchaser informed as to the Effective Timeprogress (which discussions shall not result in a binding agreement to sell any such Hospital without the prior written consent of Purchaser), the Company agrees (a) that neither it nor Sellers shall not, and shall not permit any of its Subsidiaries shall, nor shall it their subsidiaries or any of its Subsidiaries, knowingly permit their respective employees, officers, directors, employeesagents or representatives, agents and representatives (including, without limitation, any investment banker, attorney directly or accountant retained by it or any of its Subsidiaries) toindirectly, initiate, solicit or encourageencourage any inquiries or proposals or enter into or continue any discussions, directly negotiations, understandings, arrangements or indirectlyagreements relating to sale, the submission exchange, transfer or other disposition of any proposal substantial portion (which, for purposes of this Section 4.10, shall include the sale, exchange, transfer or offer other disposition of one or more Hospitals) of assets comprising the Business or the transactions contemplated within this Agreement and the Merger Agreement or the merger, amalgamation, combination or reorganization of any Seller (as such term is defined herein or in the Merger) with or into any other person, corporation, partnership, or entity (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidation, reorganization, exchange, plan the shareholders of liquidation or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"CPC), or engage in any negotiations concerning, or provide any confidential assistance, information or data to, or otherwise cooperate or have discussions, with any discussions withother person, any person corporation, partnership, or entity relating to an Alternative Proposal or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly cease and cause to be terminated any existing activities, discussions or negotiations in connection with any person such inquiry, proposal or entity conducted heretofore transaction. In the event that any Seller (as such term is defined herein or in the Merger Agreement) receives any inquiry, proposal or offer within this Section, or obtains information that such an inquiry, proposal or offer may be made, then such Seller shall provide Parent with respect to any notice thereof immediately following the receipt thereof, including the identity of the foregoing; and (c) that it will notify the Purchaser promptly if any such inquiries prospective purchaser or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreementsoliciting party.

Alternative Proposals. Prior to the Effective Time, the --------------------- Company agrees (a) that that, neither it shall, nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries, knowingly permit their respective officersemployees, directors, employeesrepresentatives, agents and representatives affiliates or advisors (including, without limitation, any legal, accounting, financial and investment banker, attorney or accountant retained by it or any of its Subsidiariesbanking advisors) to, will (i) initiate, solicit solicit, encourage or encouragetake any other action to facilitate, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (includingthat constitutes, without limitationor may reasonably be expected to lead to, any proposal or offer to its stockholders) with respect to a merger, consolidation, reorganization, exchange, plan of liquidation or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), Proposal or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; , (bii) that it will promptly cease and cause to be terminated immediately terminate any existing activities, discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoing; , provided, -------- however, that the Company shall not initiate communications (whether orally or ------- in writing) in any manner with Xxxx.xxx prior to the Effective Time, and (ciii) that it will notify the Purchaser promptly Petopia immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withwith the Company. Notwithstanding the foregoing, if the Company or any of its employees or agents receives an unsolicited call or written information from any person (including Xxxx.xxx) relating to an Alternative Proposal, the Company; providedCompany and/or its employees shall be entitled to inform such person that they are unable to talk to them at this time. As used herein, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from term "Alternative Proposal" means -------------------- (i) furnishing information a merger, consolidation or other business combination with the Company, or any agreement or letter of intent or understanding relating to any such transaction, (ii) any sale, lease, exchange, mortgage, pledge, transfer, or entering into discussions other disposition involving a substantial part of the Company's assets, or negotiations withany agreement or letter of intent or understanding relating to such transaction, (iii) the acquisition by any person of 25% or entity that makes an unsolicited Alternative Proposal, if, and only to more of the extent that, (A) the Board of Directors outstanding capital stock or capital stock equivalents of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (ziv) affect any other obligation reclassification of securities or recapitalization of the Company under this Agreementor other transaction that has the effect, directly or indirectly, of increasing the proportionate share of any class of equity security (including securities convertible into equity securities) of the Company that is owned by any person, or any agreement or letter of intent or understanding relating to such transaction.

Alternative Proposals. Prior to the Effective Time, the The Company agrees (a) that that, between the date hereof and the consummation of the Offer, neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries, knowingly permit their respective best efforts to cause its officers, directors, managing directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, "Representatives") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholdersshareholders), (i) with respect to a merger, acquisition, consolidation, reorganizationrecapitalization, exchange, plan of liquidation business combination or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets of or any equity securities of, the Company or any of its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, afford access to the properties, books or records of the Company or any of its Subsidiaries to, or have any discussions with, any person or entity Person relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative ProposalProposal or any agreement or arrangement requiring the Company to abandon, terminate or delay the consummation of the Offer or other transactions contemplated by this Agreement; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform such parties of the obligations undertaken in this Section 5.1; and (c) that it will notify the Purchaser promptly of the identity of the potential acquiror and the terms of such Person's proposal if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; provided, however, that nothing contained in this Section 5.1 shall prohibit the Company's Supervisory Board or Board of Directors of the Company and its authorized representatives Management from (i) prior to the acceptance for payment of Common Shares by Offer Sub pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person or entity Person that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of substantially all of the assets of the Company, a business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of such proposal was not initially solicited, encouraged or knowingly facilitated by the Company, based upon the advice its Subsidiaries or their Representatives in violation of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by lawthis Section 5.1, (B) if each Board determines in good faith, after receiving the advice of its outside advisors, including outside counsel and others, (i) that such Alternative Proposal is more favorable from a financial point of view as compared to the Offer and (ii) failure to furnish such information or enter into such discussions or negotiations with such Person would violate the Boards' fiduciary duties, (C) the Boards of the Company determine in good faith in the exercise of reasonable business judgment that such proposal is likely to be successfully financed if accepted by shareholders, and (D) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company enters into a confidentiality agreement with the Person or entity with terms no less favorable to the Company than the Confidentiality Agreement between Parent and the Company and provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Person. The Company keeps the shall keep Purchaser reasonably informed of the status and all material information with respect to of any such discussions or negotiationsnegotiations (including the identity of such Person and the terms of any proposal); and (ii) to the extent applicable, complying with Rule 14e-2 14e-2(a) promulgated under the Exchange Act or with applicable Dutch Law with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 6 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form))Agreement, or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to (a) Except as expressly permitted by this Section 5.3, from the Effective Timedate hereof until the Initial Closing Date, the Company agrees (a) that neither it nor any of shall not, and the Company shall cause its Subsidiaries shall, nor shall it or any of its Subsidiaries, knowingly permit and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) Representatives not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly take any action that would reasonably be expected to encourage or facilitate any inquiry or the submission making of any proposal or offer that constitutes, or would reasonably be expected to result in, an Alternative Proposal, (includingii) participate in any discussions or negotiations with any Person with respect to, without limitationor provide any information or data concerning the Company or its Subsidiaries to any Person relating to, any proposal or offer that constitutes, or would reasonably be expected to its stockholdersresult in, an Alternative Proposal (other than to state that the Company is not permitted to have discussions), (iii) with respect to a mergerenter into any acquisition agreement, consolidation, reorganization, exchange, plan of liquidation merger agreement or similar transaction involving the Company or its Subsidiariesdefinitive agreement, or any purchase letter of any equity securities intent, memorandum of the Company understanding or all agreement in principle, or any significant portion of the assets of the Company or its Subsidiaries other agreement (other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"Acceptable Confidentiality Agreement entered into in accordance with Section 5.3(b), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity ) relating to an Alternative Proposal (an “Alternative Acquisition Agreement”) or otherwise facilitate (iv) publicly propose to do any effort of the actions prohibited by any of clauses (i), (ii) or attempt (iii). Subject to make or implement an Alternative Proposal; (b) that it will promptly Section 5.3(b), the Company and its Subsidiaries shall, and the Company shall instruct and use its commercially reasonable efforts to cause its Subsidiaries and their respective Representatives to, immediately cease and cause to be terminated any existing activitiessolicitations, discussions or negotiations with any person or entity conducted heretofore Person that may be ongoing with respect to any of the foregoing; and (c) that it will notify the Purchaser promptly if any such inquiries or proposals are received by, any such information is requested fromAlternative Proposal, or any such negotiations inquiry or discussions are sought proposal that may reasonably be expected to be initiated or continued withlead to an Alternative Proposal. Promptly following execution of this Agreement, the Company; provided, however, that nothing contained Company shall request the prompt return or destruction of all confidential information previously furnished to any Person in connection with a potential Alternative Proposal and terminate all physical and electronic dataroom access previously granted to any such Person or his or her Representatives. (b) Notwithstanding anything to the contrary in this Section 5.1 shall prohibit 5.3, prior to the Board time the Stockholder Approval is obtained, if the Company receives a bona fide written Alternative Proposal from any Person, which Alternative Proposal did not result from any breach of Directors of this Section 5.3, the Company and its authorized representatives from Representatives may correspond with such Person in writing solely to clarify the terms and conditions thereof so as to determine whether such Alternative Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and, subject to compliance with this Section 5.3, (i) furnishing the Company and its Representatives may provide information (including non-public information and data) regarding, and afford access to, the business, properties, assets, books, records and personnel of the Company to such Person if the Company receives from such Person (or entering has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall, substantially concurrently with the time it is provided to such Person, make available the Investor any information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Investor, and (ii) the Company and its Representatives may engage in, enter into or otherwise participate in any discussions or negotiations with, any person or entity that makes an unsolicited with such Person with respect to such Alternative Proposal, if, if and only to the extent thatthat prior to taking any action described in clause (i) or (ii) above, (A) the Board of Directors determines in good faith (after consultation with outside counsel and its financial advisors) that such Alternative Proposal constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and that the failure to take the actions set forth in clauses (i) and (ii) above would be inconsistent with its fiduciary duties under applicable Law. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify the Investor of (i) any request for information from the Company or any of its Representatives by any Person that, to the Knowledge of the Company, based upon is seeking to make, or has made, an Alternative Proposal, (ii) the advice receipt of outside counselany Alternative Proposal, determines specifying the material terms thereof and the identity of the Person making such Alternative Proposal and (iii) any material modifications to the financial or other material terms and conditions of such Alternative Proposal. (d) Except as set forth in good faith this Section 5.3, neither the Board of Directors nor any committee thereof shall (x) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to Investor (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Recommendation, (B) fail to include the Recommendation in the Proxy Statement, (C) approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company, an Alternative Proposal, (D) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes an Alternative Proposal is commenced, fail to recommend against acceptance of such action tender offer or exchange offer by the Company stockholders (including, for these purposes, by disclosing that it is required taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer; provided that a customary “stop, look and listen” communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act shall not be prohibited), within ten (10) Business Days after commencement of such tender offer or exchange offer, (E) within three (3) Business Days of a written request by Investor for the Board of Directors to comply reaffirm the Recommendation following the date any Alternative Proposal or any material modification thereto is first published or sent or given to the Stockholders, fail to, or fail to cause the Company to, issue a press release that reaffirms the Recommendation (which request may only be made once with respect to any Alternative Proposal and each material modification thereof) or (F) resolve or agree to do any of the foregoing (any action set forth in the foregoing clauses (A) through (F), a “Change of Recommendation”) or (y) authorize, adopt or approve or publicly propose to authorize, adopt or approve, an Alternative Proposal, or cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement or any other Contract requiring the Company to abandon, terminate or fail to consummate the Contemplated Transactions. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Stockholder Approval is obtained, the Board of Directors may, if the Company receives an Alternative Proposal that the Board of Directors determines in good faith (after consultation with its outside counsel and its financial advisors) constitutes a Superior Proposal, to the extent that the failure to do so would be inconsistent with its fiduciary duties to stockholders imposed by lawunder applicable Law, (B) prior to furnishing such information toauthorize, adopt, or entering into discussions approve such Superior Proposal and cause or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided pursuant to Section 8.1(c)(i) in Article 7 hereof), (y) permit the Company order to enter into any agreement an Alternative Acquisition Agreement with respect to an Alternative Proposal for as long as such Superior Proposal; provided, however, that the Board of Directors may take such actions only if: (i) the Company shall have complied with its obligations under this Agreement remains Section 5.3; (ii) the Company shall have provided prior written notice to Investor of the Board of Directors’ intention to take such actions at least five (5) Business Days in effect advance of taking such action (it being understood and agreed that for any material change with respect to the financial or other terms and conditions of such Superior Proposal shall require a separate, prior written notice to Investor at least two (2) Business Days in advance of taking such action), which notice shall specify, as long as this Agreement remains in effectapplicable, a reasonably detailed description of the material terms and conditions of the Alternative Proposal received by the Company that constitutes a Superior Proposal, including an unredacted copy of the relevant proposed transaction agreements with, and the identity of, the party making the Alternative Proposal; (iii) after providing such notice and prior to taking such actions, the Company shall have negotiated, and shall have caused its Representatives to negotiate, with Investor and its Representatives in good faith (to the extent Investor desires to negotiate) during such five (5) Business Day period or two (2) Business Day period, as the case may be, to make such adjustments in the terms and conditions of this Agreement and the other Transaction Documents as would permit the Board of Directors not enter into to take such actions; and (iv) the Board of Directors shall have considered in good faith any agreement changes to this Agreement and the other Transaction Documents that may be offered in writing by the Investor by 5:00 p.m. Eastern Time on the fifth (5th) Business Day of such five (5) Business Day period or the second (2nd) Business Day of such two (2) Business Day period, as the case may be, and shall have determined in good faith, after consultation with outside counsel and its financial advisors, that the Alternative Proposal received by the Company would continue to constitute a Superior Proposal, in each case, if such changes offered in writing by the Investor were given effect. (e) Subject to the provisos in this Section 5.3(e), nothing contained in this Section 5.3 shall be deemed to prohibit the Company, the Board of Directors or any person that provides forcommittee of the Board of Directors, or in any way facilitatesafter consultation with its outside legal counsel, from (i) complying with its disclosure obligations under applicable Law with regard to an Alternative Proposal Proposal, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (other than or any similar communication to stockholders in connection with the making or amendment of a confidentiality agreement in customary form)tender offer or exchange offer), or (zii) affect making any other obligation “stop, look and listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the stockholders of the Company); provided, that in each case or clauses (i) and (ii), the Board of Directors expressly, publicly reaffirms the Recommendation after the issuance of such a statement after or as part of such communication; provided further, that neither the Board of Directors nor any committee thereof shall effect a Change of Recommendation unless the applicable requirements of Section 5.3(d) shall have been satisfied. (f) The Company acknowledges and agrees that any violation of the restrictions set forth in this AgreementSection 5.3 by any Representatives of the Company or any Subsidiary thereof shall be deemed to be a breach of this Section 5.3.

Alternative Proposals. Prior to the Effective TimeDate, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries, knowingly permit their respective best efforts to cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidationacquisition, reorganization, exchange, plan of liquidation consolidation or similar transaction involving the Company or its Subsidiariesinvolving, or any purchase of any equity securities of the Company or all or any significant portion of the assets of or any equity securities of, the Company or any of its Significant Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), ) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.7; and (c) that it will notify the Purchaser promptly Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 8.7 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposalbona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, entity and (C) the Company keeps the Purchaser reasonably Parent promptly informed of the status and all material information with respect to terms and conditions of any such discussions or negotiationsnegotiations (including identities of parties) and, if any such proposal or inquiry is in writing, furnishes a copy of such proposal or inquiry to Parent as soon as practicable after the receipt thereof; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 8.7 shall (x) permit the Company to terminate this Amended and Restated Agreement (except as specifically provided in Article 7 X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as during the term of this Amended and Restated Agreement remains in effect (it being agreed that for as long as during the term of this Agreement remains in effectAmended and Restated Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Amended and Restated Agreement.

Alternative Proposals. Upon execution of this Agreement, the --------------------- Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore. Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries shallwill, nor shall will it or any of its Subsidiaries, knowingly Subsidiaries permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, initiate, solicit or encourage, directly or indirectly, the submission of any proposal or offer Alternative Proposal (includingas defined below) or, without limitationexcept as set forth below, any proposal or offer to its stockholders) with respect to a merger, consolidation, reorganization, exchange, plan of liquidation or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; . An "Alternative Proposal" means, other than the transactions contemplated hereby and by the Stock Agreement, the receipt by the Company of any inquiries or the making or implementation of any proposal or offer (bincluding without limitation any proposal or offer to its stockholders) that it will promptly cease and cause with respect to be terminated a merger, acquisition, consolidation or similar transaction involving any existing activities, discussions purchase of all or negotiations with any significant portion of the assets of the Company or any of its Subsidiaries or a 10% or more equity interest in the Company by a person or entity conducted heretofore that takes a position detrimental to the Merger. Notwithstanding the foregoing, in the event the Company receives an unsolicited written proposal or written offer with respect to any of the foregoing; and (c) that it will notify the Purchaser promptly if any such inquiries or proposals are received byan Alternative Proposal, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from shall be entitled, solely to the extent it has been advised (i) furnishing by its outside counsel that a failure to do so would violate its fiduciary obligations under applicable law and (ii) by its financial advisor that the Alternative Proposal is financially superior to the Merger and the transactions contemplated thereby, to review and participate in negotiations concerning such proposal and furnish relevant information concerning the Company to the offeror; provided that (A) the Company shall have furnished, or concurrently with the provision of such information to or entering such offeror shall furnish, Parent with all such information provided to such offeror and (B) the offeror executes a confidentiality agreement with the Company on substantially the same terms as that entered into discussions or negotiations with, with Parent. The Company shall notify Parent promptly of any person or entity that makes an such unsolicited Alternative Proposal, ifor any inquiry or contact with any person with respect thereto. In addition, and only in the event the Company (i) enters into negotiations with respect to the extent that, an unsolicited Alternative Proposal or (Aii) the Company's Board of Directors shall withdraw its approval of this Agreement and the transactions contemplated hereby or its recommendation to the stockholders of the CompanyCompany to approve the same, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, then the Company provides written shall immediately deliver an additional notice of such events to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative ProposalParent. Nothing in this Section 5.1 shall 6.1 will (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof)Agreement, (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall will not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)Proposal), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. (a) Prior to the Effective Time, the Company agrees (ai) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and cause its and its Subsidiaries, knowingly permit their ' respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit solicit, encourage or encouragetake any other action to facilitate, directly or indirectly, any inquiries or the submission making or implementation of any proposal or offer (includingthat constitutes, without limitationor may reasonably be expected to lead to, any proposal or offer to its stockholdersAlternative Proposal (as defined below) with respect to a merger, consolidation, reorganization, exchange, plan of liquidation or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity Person relating to an Alternative Proposal Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (bii) that it will promptly cease and cause to be terminated immediately terminate any existing activities, discussions or negotiations with any person or entity Person conducted heretofore with respect to any of the foregoing; and (ciii) that it will notify the Purchaser promptly Watsxx xxxediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Companyit; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company may, in response to any unsolicited written bona-fide proposal from a third party regarding a Superior Proposal (as defined below), furnish or cause to be furnished information to, and its authorized representatives from (i) furnishing information to or entering into engage in discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposalsuch third party, if, and but only to the extent that, if (Av) the Board of Directors of the Company, based upon the advice of outside counsel, Company determines in good faith that faith, after consultation with its independent financial and legal advisors to take such action is required for pursuant to the Board exercise of Directors to comply with its fiduciary duties under applicable law; (w) prior to stockholders imposed by lawfurnishing such information to, or entering into discussions or negotiations with such third party, the Company receives from such third party an executed confidentiality agreement with terms no less favorable than those contained in the Confidentiality Agreement (Bas defined herein); (x) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entitythird party, the Company provides written notice to the Purchaser to Watsxx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person third party; (y) the Company provides to Watsxx xxx of the relevant details relating to all inquiries and proposals that the Company may receive relating to any of such matters (including the identity of the Person making such inquiry or entity, proposal and the material terms and conditions of any such proposal) and provides Watsxx xxxh copies of all materials delivered to such Person; and (Cz) the Company keeps the Purchaser reasonably informed Watsxx xxxormed of the status and all material information with respect to of any such discussions or negotiations; and (ii) . Notwithstanding anything to the extent applicablecontrary contained in this Section 5.1, complying with Rule 14e-2 promulgated under in response to the Exchange Act with regard to Company's or its agent's receipt of an unsolicited written bona-fide proposal from any Person regarding an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation its agents may make inquiries to such Person and its agents to clarify questions relating to ambiguities of the Company under this Agreement.terms of such proposal