Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. agrees (a) that neither it nor any of its Subsidiaries shall, nor shall it or any of its 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, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and purchase of (i) all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. (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 relating to an Alternative Proposal (excluding the Merger described in this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will notify Artra 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, it; provided, however, that nothing contained in this Section 4.1 shall prohibit the Board of Directors of WWWX from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposal, if, and only to the extent that, (i) the Board of Directors of WWWX, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX provides written notice to Artra to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (iii) WWWX keeps Artra informed of the status and all material information with respect to any such discussions or negotiations. Nothing in this Section 4.1 shall (x) permit WWWX or Artra to terminate this Agreement (except as specifically provided in Article 6 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub under this Agreement.

Alternative Proposals. Prior to The Company agrees (a) that, between the date hereof and the Effective Time, each of WWWX and the Acquisition Corp. agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries 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 making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion of the assets of or any equity securities of, the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Subsidiaries (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 Person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 6.1; and (c) that it will notify Artra Parent immediately of the identity of the potential acquirer and the terms of such Person's or entity'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, itthe Company; provided, however, that nothing contained in this Section 4.1 6.1 shall prohibit the Board Company or its Subsidiaries, upon approval of Directors the Special Committee, from (i) prior to the acceptance for payment of WWWX from shares of Common Stock by Purchaser pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Alternative Proposalproposal 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, (iA) such proposal was not initially solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this Section 6.1, (B) such proposal is not subject to a financing condition and involves consideration that provides a higher value per share than the Merger Consideration, (C) the Board of Directors of WWWXCompany Board, or the Company's directors constituting the Special Committee, determines in good faith based on the advice of outside counsel that the taking of such action is required for the Board of Directors to comply would be inconsistent with its fiduciary duties to shareholders stockholders imposed by lawLaw, and (iiD) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, WWWX the Company provides written notice to Artra Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (iii) WWWX keeps Artra . The Company shall keep Parent immediately informed of the status and all material information with respect to of any such discussions or negotiationsnegotiations (including the identify of such Person or entity and the terms of any proposal); and (ii) to the extent applicable, complying with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 4.1 6.1 shall (x) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 8 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement. Notwithstanding anything to the contrary in this Section 6.1, Parent and Purchaser have advised the Company Board that they have no intention of selling the Parent Shares or the Shares acquired by Purchaser in the Offer pursuant to such an Alternative Proposal.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. The Company agrees (a) that that, between the date hereof and the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries 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) (the "REPRESENTATIVES") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion of the assets of or any equity securities (other than pursuant to outstanding Options, Warrants and Purchase Rights) of, the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative ProposalALTERNATIVE 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 relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 6.1; and (c) that it will notify Artra Purchaser immediately of the identity of the potential acquiror and the terms of such person's or entity'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, itthe Company; provided, however, that nothing contained in this Section 4.1 SECTION 6.1 shall prohibit the Board Company or its Subsidiaries or its Representatives, upon approval by the Board, from (i) prior to the acceptance for payment of Directors shares of WWWX from Common Stock by Merger Sub pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal 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, (iA) such proposal was not solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this SECTION 6.1 or the letter, dated May 27, 1999, from Wonderware Corporation to the Company, (B) such proposal is not subject to the receipt of any necessary financing, unless the Board has determined in good faith, based on the advice of the Financial Advisor or other nationally recognized investment banking firm, that such proposal is readily financeable and involves consideration that provides a higher value per share than the Merger Consideration, (C) the Board of Directors of WWWX, the Company determines in good faith after receiving a written opinion from outside counsel that the failure to take such action is required for would be a violation by the Board of Directors to comply with of its fiduciary duties to shareholders stockholders imposed by law, Law and (iiD) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX the Company provides written notice to Artra Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, ; and (iiiii) WWWX keeps Artra to the extent applicable, complying with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. The Company shall keep Purchaser immediately informed of the status and all material information with respect to of any such discussions or negotiationsnegotiations permitted pursuant to the previous sentence (including the identity of such person or entity and the terms of any proposal). Nothing in this Section 4.1 SECTION 6.1 shall (x) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 ARTICLE 8 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement.

Alternative Proposals. Prior to The Company agrees (a) that, between the date hereof and the Effective Time, each of WWWX and the Acquisition Corp. agrees (a) that neither it nor any of its Subsidiaries subsidiaries shall, nor and it shall it or any of direct its 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 Subsidiariesthe Special Committee) not to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to acquire the Company pursuant to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion in excess of 20% of the assets of or equity securities of, the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its material Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative ProposalALTERNATIVE 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 Person relating to an Alternative Proposal (excluding the Merger described in this Agreement), or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing; and (c) that it will notify Artra immediately Purchaser promptly of the terms of such Person's or entity's inquiry or proposal if any such inquiries or proposals are received byby the Company; PROVIDED, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, howeverHOWEVER, that nothing contained in this Section 4.1 SECTION 6.1 shall prohibit the Board Company or its subsidiaries, upon approval of Directors the Special Committee, from (i) complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or otherwise make any disclosure required by applicable Law to its stockholders related to an Alternative Proposal, or (ii) prior to the acceptance for payment of WWWX from shares of Common Stock by Purchaser pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Alternative Proposal, ifonly if (A) such proposal was not initially solicited, and only to encouraged or knowingly facilitated by the extent thatCompany, its Subsidiaries or their agents in violation of this SECTION 6.1, (i) the Board of Directors of WWWX, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders imposed by law, (iiB) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, WWWX the Company provides written notice to Artra Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (iiiC) WWWX keeps Artra the Special Committee determines that such proposal is, or is likely to lead to a proposal that is, more favorable from a financial point of view to the stockholders of the Company as compared to the Offer and the Merger (such proposal meeting the requirements of clauses (A), (B) and (C) being a "SUPERIOR PROPOSAL"). The Company shall keep Purchaser informed of the status and all material information with respect to of any such discussions or negotiationsnegotiations and the terms of any proposal (but need not disclose the identity of such Person or entity) and, to the extent applicable, shall comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 4.1 SECTION 6.1 shall (x) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 ARTICLE 8 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. OPC agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries permit their respective reasonable 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 making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp.equity securities of, (ii) OPC or any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Significant Subsidiaries (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 relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 7.1; and (c) that it will notify Artra USPI 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, it; provided, however, that nothing contained in this Section 4.1 7.1 shall prohibit the Board of Directors of WWWX OPC from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal to acquire OPC 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, (i) the Board of Directors of WWWX, OPC determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX OPC provides written notice to Artra USPI to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (iii) WWWX subject to any confidentiality agreement with such person or entity (which OPC determined in good faith was required to be executed in order for its Board of Directors to comply with fiduciary duties to stockholders imposed by law), OPC keeps Artra USPI informed of the status and all material information with respect to (not the terms) of any such discussions or negotiations. Nothing in this Section 4.1 7.1 shall (x) permit WWWX or Artra OPC to terminate this Agreement (except as specifically provided in Article 6 9 hereof), (y) permit WWWX or the Acquisition Corp. OPC 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, neither WWWX nor the Acquisition Corp. OPC 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 WWWX, the Acquisition Corp. or the Merger Sub OPC under this Agreement.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. PanEnergy agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use reasonable efforts to cause its 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 SubsidiariesSubsidiaries or any of the foregoing) to, not to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and purchase of an Alternative Proposal (i) all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"defined below) or engage in any negotiations concerning, or provide any confidential non-public information or data to, or have any discussions with, any person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 8.1; and (c) that it will notify Artra Duke 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, it; provided, however, that nothing contained in this Section 4.1 8.1 shall prohibit the Board of Directors of WWWX PanEnergy from (i) furnishing information (pursuant to a confidentiality letter deemed appropriate by the Board of Directors of PanEnergy) to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal or offer to the stockholders of PanEnergy, to acquire PanEnergy pursuant to a merger, consolidation, share purchase, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (iA) the Board of Directors of WWWX, PanEnergy determines in good faith upon the advice of outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, (iiB) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX PanEnergy provides written notice to Artra to Duke of the effect identity of the person or entity making the Alternative Proposal and that it is furnishing intends to furnish information to, or entering intends to enter into discussions or negotiations with, such person or entity, and (iiiC) WWWX PanEnergy keeps Artra Duke informed on a timely basis of the status and all material information with respect to of any such discussions or negotiationsnegotiations and all terms and conditions thereof and promptly provides Duke with copies of any written inquiries or proposals relating thereto, and (D) in the event that the Board of Directors of PanEnergy determines to accept any such Alternative Proposal (in accordance with subclause (A) above), PanEnergy provides Duke with at least three days' prior written notice thereof, during which time Duke may make, and in such event, PanEnergy shall in good faith consider, a counterproposal to such Alternative Proposal; 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 4.1 8.1 shall (x) permit WWWX or Artra PanEnergy to terminate this Agreement (except as specifically provided in Article 6 10 hereof), (y) permit WWWX or the Acquisition Corp. PanEnergy 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, neither WWWX nor the Acquisition Corp. PanEnergy 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 formdeemed appropriate by the Board of Directors of PanEnergy)), or (z) affect any other obligation of WWWX, the Acquisition Corp. or the Merger Sub PanEnergy under this Agreement.. "Alternative Proposal" shall mean any merger, acquisition, consolidation, reorganization, share exchange, tender offer, exchange offer or similar transaction involving PanEnergy or any of PanEnergy's Significant Subsidiaries, or any proposal or offer to acquire in any manner, directly or indirectly, a substantial equity interest in or a substantial portion of the assets of PanEnergy or any of PanEnergy'

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. SnapGear agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries permit their respective reasonable 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 making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp.equity securities of, (ii) SnapGear or any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Significant Subsidiaries (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 relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 7.1; and (c) that it will notify Artra CyberGuard 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, it; provided, however, that nothing contained in this Section 4.1 7.1 shall prohibit the Board of Directors of WWWX SnapGear from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal to acquire SnapGear 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, (i) the Board of Directors of WWWX, SnapGear determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX SnapGear provides written notice to Artra CyberGuard to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (iii) WWWX subject to any confidentiality agreement with such person or entity (which SnapGear determined in good faith was required to be executed in order for its Board of Directors to comply with fiduciary duties to stockholders imposed by law), SnapGear keeps Artra CyberGuard informed of the status and all material information with respect to (not the terms) of any such discussions or negotiations. Nothing in this Section 4.1 7.1 shall (x) permit WWWX or Artra SnapGear to terminate this Agreement (except as specifically provided in Article 6 9 hereof), (y) permit WWWX or the Acquisition Corp. SnapGear 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, neither WWWX nor the Acquisition Corp. SnapGear 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 WWWX, the Acquisition Corp. or the Merger Sub SnapGear under this Agreement.

Alternative Proposals. Prior to The Company agrees (a) that, between the date hereof and the Effective Time, each of WWWX and the Acquisition Corp. agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries 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 making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion of the assets of or any equity securities of, the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative ProposalALTERNATIVE 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 Person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 6.1; and (c) that it will notify Artra Purchaser immediately of the identity of the potential acquirer and the terms of such Person's or entity'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, itthe Company; provided, however, that nothing contained in this Section 4.1 SECTION 6.1 shall prohibit the Board Company or its Subsidiaries, upon approval of Directors the Special Committee, from (i) prior to the acceptance for payment of WWWX from shares of Common Stock by Purchaser pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Alternative Proposalproposal 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, (iA) such proposal was not initially solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this SECTION 6.1, (B) such proposal is not subject to a financing condition and involves consideration that provides a higher value per share than the Merger Consideration, (C) the Board of Directors of WWWXCompany Board, or the Company's directors constituting the Special Committee, determines in good faith based on the advice of outside counsel that the failure to take such action is required for the Board of Directors to comply would be inconsistent with its fiduciary duties to shareholders stockholders imposed by lawLaw, and (iiD) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, WWWX the Company provides written notice to Artra Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (iii) WWWX keeps Artra . The Company shall keep Purchaser informed of the status and all material information with respect to of any such discussions or negotiationsnegotiations (including the identity of such Person or entity and the terms of any proposal) and, to the extent applicable, shall comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 4.1 SECTION 6.1 shall (x) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 ARTICLE 8 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement. Notwithstanding anything to the contrary in this SECTION 6.1, Purchaser has advised the Company Board that it has no intention of selling the Purchaser Shares or the Shares acquired by Purchaser in the Offer pursuant to such an Alternative Proposal.

Alternative Proposals. Prior to the Effective Time, each of WWWX West Pac and the Acquisition Corp. Frontier agrees (a) that neither it nor any of shall not, and it shall direct and cause its Subsidiaries shall, nor shall it or any of its 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 Subsidiariesit) to, not to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involvinginvolving it, and or any purchase of (i) all or any significant portion of the its assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other its equity interest of any Subsidiary of the Acquisition Corp. securities (any such proposal or offer being hereinafter referred to as an "Alternative ProposalALTERNATIVE PROPOSAL") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; provided, however, that an Alternative Proposal shall not include (i) a proposal made to West Pac or Frontier to acquire the Surviving Corporation, whether by merger, acquisition, consolidation or otherwise (a "COMBINED PROPOSAL"); (ii) the issuance of securities of West Pac in connection with additional equity investments in West Pac or additional financing transactions involving West Pac, including, without limitation, aircraft lease transactions; or (iii) a proposal of a merger, acquisition, consolidation or other similar transaction to a party hereto without any meetings or other discussions relating to the proposal and such party's sole response to the proposal is to inform the proposing party that such party is not interested in the proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 Artra the other party 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, it; providedPROVIDED, however, that nothing contained in this Section 4.1 5.1 shall prohibit the its Board of Directors of WWWX from (A) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal to acquire it 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, (i) the its Board of Directors of WWWX, determines in good faith that such action is required for the its Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, ; (ii) subject to any confidentiality agreement with such person or entity (which it 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), prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX it provides written notice to Artra the other party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, ; and (iii) WWWX subject to any confidentiality agreement with such person or entity (which it 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), it keeps Artra the other party informed of the status and all material information with respect to of any such discussions or negotiations; and (B) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 4.1 5.1 shall (x) permit WWWX West Pac or Artra Frontier to terminate this Agreement (except as specifically provided in Article 6 VII hereof), ; (y) permit WWWX West Pac or the Acquisition Corp. Frontier 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, neither WWWX West Pac nor the Acquisition Corp. Frontier shall 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 WWWX, the Acquisition Corp. West Pac or the Merger Sub Frontier under this Agreement. Upon receipt by either West Pac or Frontier of a Combined Proposal, the receiving party agrees (x) to provide written notice to the other party immediately of such Combined Proposal; and (y) to permit one representative of the other party to be present at any meetings relating to such Combined Proposal (other than non-scheduled phone calls made by one party of the proposed Combined Proposal to the other); provided, however, that Frontier shall be prohibited from entering into any agreement or letter of intent relating to a Combined Proposal.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. agrees Company --------------------- agrees: (a) that neither it nor any of its Subsidiaries shallshall not, nor shall it or any of permit its 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 Subsidiariesit) to, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) any equity securities of, the Company or all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. Company (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 (excluding the Merger described in this Agreement), or otherwise take any action to knowingly facilitate any effort or attempt to make or implement an Alternative Proposal; and ; (b) that it will 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 foregoing and will take the necessary steps to inform any such person or entity of the Company's obligations under this Section 5.1; and (c) that it will notify Artra the Purchaser 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, it; provided, however, that nothing contained in this Section 4.1 5.1 shall prohibit the Board of Directors of WWWX the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited unsolicited, bona fide Alternative ProposalProposal 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 shareholders of the Company as compared to the Merger, if, and only to the extent that, (iA) the Board of Directors of WWWXthe 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 shareholders imposed by law, law and (iiB) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX the Company provides written notice to Artra the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, ; and (iiiii) WWWX keeps Artra informed of to the status and all material information extent applicable, complying with respect Rule 14e-2 promulgated under the Exchange Act with regard to any such discussions or negotiationsan Alternative Proposal. Nothing in this Section 4.1 5.1 shall (xA) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 7 hereof), (yB) permit WWWX or the Acquisition Corp. 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 5 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, neither WWWX nor the Acquisition Corp. 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 WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement.

Alternative Proposals. Prior to The Company agrees (a) that, between the date hereof and the Effective Time, each of WWWX and the Acquisition Corp. agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use its Subsidiaries 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 making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) all or any significant portion of the assets of or any equity securities of, the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative ProposalALTERNATIVE 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 Person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 6.1; and (c) that it will notify Artra Parent immediately of the identity of the potential acquirer and the terms of such Person's or entity'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, itthe Company; provided, however, that nothing contained in this Section 4.1 SECTION 6.1 shall prohibit the Board Company or its Subsidiaries, upon approval of Directors the Special Committee, from (i) prior to the acceptance for payment of WWWX from shares of Common Stock by Purchaser pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person Person or entity that makes an unsolicited bona fide Alternative Proposalproposal 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, (iA) such proposal was not initially solicited, encouraged or knowingly facilitated by the Company, its Subsidiaries or their agents in violation of this SECTION 6.1, (B) such proposal is not subject to a financing condition and involves consideration that provides a higher value per share than the Merger Consideration, (C) the Board of Directors of WWWXCompany Board, or the Company's directors constituting the Special Committee, determines in good faith based on the advice of outside counsel that the failure to take such action is required for the Board of Directors to comply would be inconsistent with its fiduciary duties to shareholders stockholders imposed by lawLaw, and (iiD) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person or entity, WWWX the Company provides written notice to Artra Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person Person or entity, and (iii) WWWX keeps Artra . The Company shall keep Parent immediately informed of the status and all material information with respect to of any such discussions or negotiationsnegotiations (including the identify of such Person or entity and the terms of any proposal); and (ii) to the extent applicable, complying with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 4.1 SECTION 6.1 shall (x) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 ARTICLE 8 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement. Notwithstanding anything to the contrary in this SECTION 6.1, Parent and Purchaser have advised the Company Board that they have no intention of selling the Parent Shares or the Shares acquired by Purchaser in the Offer pursuant to such an Alternative Proposal.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. PanEnergy agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use reasonable efforts to cause its 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 SubsidiariesSubsidiaries or any of the foregoing) to, not to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and purchase of an Alternative Proposal (i) all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"defined below) or engage in any negotiations concerning, or provide any confidential non-public information or data to, or have any discussions with, any person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 8.1; and (c) that it will notify Artra Duke 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, it; provided, however, that nothing contained in this Section 4.1 8.1 shall prohibit the Board of Directors of WWWX PanEnergy from (i) furnishing information (pursuant to a confidentiality letter deemed appropriate by the Board of Directors of PanEnergy) to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal or offer to the stockholders of PanEnergy, to acquire PanEnergy pursuant to a merger, consolidation, share purchase, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (iA) the Board of Directors of WWWX, PanEnergy determines in good faith upon the advice of outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, (iiB) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX PanEnergy provides written notice to Artra to Duke of the effect identity of the person or entity making the Alternative Proposal and that it is furnishing intends to furnish information to, or entering intends to enter into discussions or negotiations with, such person or entity, and (iiiC) WWWX PanEnergy keeps Artra Duke informed on a timely basis of the status and all material information with respect to of any such discussions or negotiationsnegotiations and all terms and conditions thereof and promptly provides Duke with copies of any written inquiries or proposals relating thereto, and (D) in the event that the Board of Directors of PanEnergy determines to accept any such Alternative Proposal (in accordance with subclause (A) above), PanEnergy provides Duke with at least three days' prior written notice thereof, during which time Duke may make, and in such event, PanEnergy shall in good faith consider, a counterproposal to such Alternative Proposal; 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 4.1 8.1 shall (x) permit WWWX or Artra PanEnergy to terminate this Agreement (except as specifically provided in Article 6 10 hereof), (y) permit WWWX or the Acquisition Corp. PanEnergy 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, neither WWWX nor the Acquisition Corp. PanEnergy 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 formdeemed appropriate by the Board of Directors of PanEnergy)), or (z) affect any other obligation of WWWX, the Acquisition Corp. or the Merger Sub PanEnergy under this Agreement.. "Alternative Proposal"

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. Company agrees (a) that neither it nor any of its Subsidiaries shall, nor shall it or any of its 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 knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) any equity securities of, the Company or all or any significant portion of the assets of the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Subsidiaries (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 (excluding the Merger described in this Agreement), or otherwise take any action to knowingly facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will 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 foregoing and will take the necessary steps to inform any such person or entity of the obligations under this Section 5.1; and (c) that it will notify Artra the Purchaser 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, it; provided, however, that nothing contained in this Section 4.1 5.1 shall prohibit the Board of Directors of WWWX the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited unsolicited, bona fide Alternative Proposal or delivers an unsolicited, bona fide, written expression of interest that could reasonably be expected to lead to an Alternative Proposal, which is not subject to the arrangement of financing (other than securities of an acquiror to be issued to holders of shares of Common Stock in an acquisition thereof by merger or consolidation) 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, (iA) the Board of Directors of WWWXthe 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 shareholders stockholders imposed by law, (iiB) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX the Company provides written notice to Artra the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (iiiC) WWWX subject to the same fiduciary standards as in the preceding clause (A), the Company keeps Artra the Purchaser 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 4.1 5.1 shall (xA) permit WWWX or Artra the Company to terminate this Agreement (except as specifically provided in Article 6 7 hereof), (yB) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. 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 (zC) affect any other obligation of WWWX, the Acquisition Corp. or the Merger Sub Company under this Agreement.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. agrees PanEnergy --------------------- agrees (a) that neither it nor any of its Subsidiaries shall, nor and it shall it or any of direct and use reasonable efforts to cause its 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 SubsidiariesSubsidiaries or any of the foregoing) to, not to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and purchase of an Alternative Proposal (i) all or any significant portion of the assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"defined below) or engage in any negotiations concerning, or provide any confidential non-public information or data to, or have any discussions with, any person relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 8.1; and (c) that it will notify Artra Duke 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, it; provided, however, that nothing contained in this Section 4.1 8.1 shall prohibit the Board of Directors of WWWX PanEnergy from (i) furnishing information (pursuant to a confidentiality letter deemed appropriate by the Board of Directors of PanEnergy) to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal or offer to the stockholders of PanEnergy, to acquire PanEnergy pursuant to a merger, consolidation, share purchase, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (iA) the Board of Directors of WWWX, PanEnergy determines in good faith upon the advice of outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, (iiB) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX PanEnergy provides written notice to Artra to Duke of the effect identity of the person or entity making the Alternative Proposal and that it is furnishing intends to furnish information to, or entering intends to enter into discussions or negotiations with, such person or entity, and (iiiC) WWWX PanEnergy keeps Artra Duke informed on a timely basis of the status and all material information with respect to of any such discussions or negotiationsnegotiations and all terms and conditions thereof and promptly provides Duke with copies of any written inquiries or proposals relating thereto, and (D) in the event that the Board of Directors of PanEnergy determines to accept any such Alternative Proposal (in accordance with subclause (A) above), PanEnergy provides Duke with at least three days' prior written notice thereof, during which time Duke may make, and in such event, PanEnergy shall in good faith consider, a counterproposal to such Alternative Proposal; 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 4.1 8.1 shall (x) permit WWWX or Artra PanEnergy to terminate this Agreement (except as specifically provided in Article 6 10 hereof), (y) permit WWWX or the Acquisition Corp. PanEnergy 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, neither WWWX nor the Acquisition Corp. PanEnergy 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 formdeemed appropriate by the Board of Directors of PanEnergy)), or (z) affect any other obligation of WWWX, the Acquisition Corp. or the Merger Sub PanEnergy under this Agreement. "Alternative Proposal" shall mean any merger, acquisition, consolidation, reorganization, share exchange, tender offer, exchange offer or similar transaction involving PanEnergy or any of PanEnergy's Significant Subsidiaries, or any proposal or offer to acquire in any manner, directly or indirectly, a substantial equity interest in or a substantial portion of the assets of PanEnergy or any of PanEnergy's Significant Subsidiaries. Nothing herein shall prohibit a disposition permitted by Section 7.1(f) hereof.

Alternative Proposals. Prior to the Effective Time, each of WWWX and the Acquisition Corp. Company agrees (a) that neither it nor any of its Subsidiaries shall, nor shall it or any of its 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 knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, and or any purchase of (i) any equity securities of, the Company or all or any significant portion of the assets of the Acquisition Corp. Company or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other equity interest of any Subsidiary of the Acquisition Corp. its Subsidiaries (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 (excluding the Merger described in this Agreement), or otherwise take any action to knowingly facilitate any effort or attempt to make or implement an Alternative Proposal; and (b) that it will 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 foregoing and will take the necessary steps to inform any such person or entity of the obligations under this Section 5.1; and (c) that it will notify Artra the Purchaser 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, it; provided, however, that nothing contained in this Section 4.1 5.1 shall prohibit the Board of Directors of WWWX the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited unsolicited, bona fide Alternative Proposal or delivers an unsolicited, bona fide, written expression of interest that could reasonably be expected to lead to an Alternative Proposal, which is not subject to the arrangement of financing (other than securities of an acquiror to be issued to holders of shares of Common Stock in an acquisition thereof by merger or consolidation) 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, (iA) the Board of Directors of WWWXthe 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 shareholders imposed by law, (ii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX provides written notice to Artra to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (iii) WWWX keeps Artra informed of the status and all material information with respect to any such discussions or negotiations. Nothing in this Section 4.1 shall (x) permit WWWX or Artra to terminate this Agreement (except as specifically provided in Article 6 hereof), (y) permit WWWX or the Acquisition Corp. 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, neither WWWX nor the Acquisition Corp. shall 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 WWWX, the Acquisition Corp. or the Merger Sub under this Agreement.action

Alternative Proposals. Prior to the Effective Time, each of WWWX West --------------------- Pac and the Acquisition Corp. Frontier agrees (a) that neither it nor any of shall not, and it shall direct and cause its Subsidiaries shall, nor shall it or any of its 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 Subsidiariesit) to, not to initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, acquisition, consolidation or similar transaction involvinginvolving it, and or any purchase of (i) all or any significant portion of the its assets of the Acquisition Corp. or of any Subsidiary of the Acquisition Corp., (ii) any of the outstanding shares of Acquisition Corp. Common Stock or Preferred Stock or (iii) any of the outstanding shares of the capital stock or other its equity interest of any Subsidiary of the Acquisition Corp. securities (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 relating to an Alternative Proposal (excluding the Merger described in this Agreement)Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; provided, however, that an Alternative Proposal shall not include (i) a proposal made to West Pac or Frontier to acquire the Surviving Corporation, whether by merger, acquisition, consolidation or otherwise (a "Combined Proposal"); (ii) the issuance of securities of West ------------------ Pac in connection with additional equity investments in West Pac or additional financing transactions involving West Pac, including, without limitation, aircraft lease transactions; or (iii) a proposal of a merger, acquisition, consolidation or other similar transaction to a party hereto without any meetings or other discussions relating to the proposal and such party's sole response to the proposal is to inform the proposing party that such party is not interested in the proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any 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 Artra the other party 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, it; provided, however, that nothing -------- contained in this Section 4.1 5.1 shall prohibit the its Board of Directors of WWWX from (A) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Alternative Proposalproposal to acquire it 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, (i) the its Board of Directors of WWWX, determines in good faith that such action is required for the its Board of Directors to comply with its fiduciary duties to shareholders stockholders imposed by law, ; (ii) subject to any confidentiality agreement with such person or entity (which it 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), prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, WWWX it provides written notice to Artra the other party to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, ; and (iii) WWWX subject to any confidentiality agreement with such person or entity (which it 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), it keeps Artra the other party informed of the status and all material information with respect to of any such discussions or negotiations; and (B) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 4.1 5.1 shall (x) permit WWWX West Pac or Artra Frontier to terminate this Agreement (except as specifically provided in Article 6 VII hereof), ; (y) permit WWWX West Pac or the Acquisition Corp. Frontier 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, neither WWWX West Pac nor the Acquisition Corp. Frontier shall 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 WWWX, the Acquisition Corp. West Pac or the Merger Sub Frontier under this Agreement. Upon receipt by either West Pac or Frontier of a Combined Proposal, the receiving party agrees (x) to provide written notice to the other party immediately of such Combined Proposal; and (y) to permit one representative of the other party to be present at any meetings relating to such Combined Proposal (other than non-scheduled phone calls made by one party of the proposed Combined Proposal to the other); provided, however, that Frontier shall be prohibited from entering into any agreement or letter of intent relating to a Combined Proposal.