Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Acquisition Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIXI, PubCo, Merger Sub 1, Merger Sub 2 and the Company shall not (and the Company shall cause its Subsidiaries shall notnot to), and none of them shall direct its controlled, controlling and common control Affiliates, and its and permit any of their respective Representatives not to, directly or indirectly, (a) solicit, initiate initiate, facilitate or pursue encourage any inquiryinquiries, indication proposals, indications of interestinterest or offers that constitute, proposal or offer relating that would reasonably be expected to constitute or lead to, an Alternative Proposal, (b) engage in, continue or otherwise participate in or continue any discussions or negotiations with any third third-party with respect toregarding an Alternative Proposal, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third third-party relating to an Alternative Proposal non-public information or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct direct its officers Subsidiaries and directors to, controlled Affiliates and the Company shall instruct and cause its Representatives, Subsidiaries and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror Acquiror, Sponsor and its their Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Amalgamation Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. (a) From the date hereof until the Share Exchange Closing Date orthrough Closing, if earlier, the termination without limiting any of its other obligations under this Agreement in accordance with Article XIIPurchase Agreement, the Company agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall direct and cause its and its Subsidiaries shall notsubsidiaries' employees, agents and shall direct representatives (including any investment banker, attorney or accountant retained by it or any of its controlled, controlling and common control Affiliates, and its and their respective Representatives subsidiaries) not to, directly or indirectly, (a) initiate, solicit, initiate encourage or pursue otherwise facilitate (including by way of furnishing information) any inquiry, indication inquiries or the making of interest, any proposal or offer (including an offer to shareholders of the Company) for, or a transaction with respect to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its subsidiaries, (ii) any purchase or sale of all or any significant portion of the assets or 10% or more of the voting securities of it or any of its subsidiaries or (iii) any other transaction that constitutes a "Capital Event" as defined in the Company Credit Agreement (in each case other than the transactions contemplated hereby) (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"). The Company further agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall direct and cause its and its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person (other than Investor) relating to an Alternative Proposal, (b) participate or engage in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal or accept an Alternative Proposal. Notwithstanding the foregoing, the Company or its Board of Directors shall be permitted to (cA) enter into any binding understandingto the extent applicable, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement comply with respect Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal, or (dB) grant engage in any waiverdiscussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Alternative Proposal by any such Person, if and only to the extent that, in the case of the actions referred to in clause (B), (i) the Special Meeting shall not have occurred, (ii) the Board of Directors of the Company concludes in good faith, after consultation with its financial advisors and outside legal advisors, that (x) such Alternative Proposal would be reasonably likely to result in a Superior Proposal and (y) as a result of such Alternative Proposal, such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law, and (iii) prior to providing any information or data to any Person in connection with an Alternative Proposal by any such Person, the Board of Directors of the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the confidentiality agreement with the Investor. In the event an Alternative Proposal is made, the Board of Directors of the Company shall promptly notify Investor of receipt of such proposal, together with the name of such Person and the material terms and conditions of any proposals or offers. The Company agrees that it will keep Investor informed, on a current basis, of the general status and terms of any such proposals or offers and the general status of any such discussions or negotiations. The Company agrees 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 Alternative Proposal or similar transaction or arrangement. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.8 of the obligations undertaken in this Section 5.8. Nothing in this Section 5.8 shall (x) permit the Company to terminate this Purchase Agreement (except as specifically provided in Article 9 hereof) or (y) affect any other obligation of the Company under this Purchase Agreement. (b) Notwithstanding anything in this Purchase Agreement to the contrary, the Company's Board of Directors shall be permitted at any time prior to the Closing to withdraw, amend or modify its recommendation in respect of the transactions contemplated hereunder, if and only to the extent that, in any such case, (x) the Company shall have received an unsolicited bona fide written Alternative Proposal from a third party and the Company's Board of Directors concludes in good faith on the basis of the advice of its financial advisors and outside legal counsel (A) that such Alternative Proposal constitutes a Superior Proposal and (B) that such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable Law, (y) the Company has complied in all material respects with Section 5.8(a), and (z) the Company shall have notified Investor of such Superior Proposal at least 72 hours in advance of its intention to effect such withdrawal, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any modification (which 72-hour period shall be contemporaneous with that provided for in Section 9.1(f)(i) if such inquiriesnotice includes a notice of termination contemplated by such Section). (c) As used in this Purchase Agreement, proposals"Superior Proposal" means a bona fide written Alternative Proposal made by a Person other than Investor, discussions, or negotiations an Affiliate of Investor or any effort of the officers or attempt directors of the Company or their Affiliates that the Company's Board of Directors concludes in good faith, taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, (i) would, if consummated, result in a transaction that is more favorable to the Company's shareholders, from a financial point of view, than the transactions contemplated by any Person this Purchase Agreement, and (ii) is reasonably capable of being completed (provided that for purposes of this definition of "Superior Proposal," the term Alternative Proposal shall have the meaning assigned to makesuch term in this Section 5.8, an except that (w) the reference to "10% or more" in the definition of "Alternative Proposal. From and after the date hereof" shall be deemed to be a reference to "a majority", (x) "Alternative Proposal" shall only be deemed to refer to a transaction involving voting securities of the Company shall(and not its subsidiaries), (y) the reference to "assets" shall refer to the assets of the Company and its subsidiaries, taken as a whole, and not the assets of any of the subsidiaries alone and (z) clause (iii) of such definition shall instruct its officers and directors to, and be disregarded with the Company exception of any Capital Event that shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons result in the transfer of beneficial ownership of 30% or less of the Company's capital stock (other than Acquiror and its Representatives) with respect to an Alternative Proposalor securities convertible thereinto or exercisable or exchangeable therefor)).

Alternative Proposals. From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, to immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Second Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIXI, PubCo, Merger Sub I, Merger Sub II and the Company shall not (and the Company shall cause its Subsidiaries shall notnot to), and none of them shall direct its controlled, controlling and common control Affiliates, and its and permit any of their respective Representatives not to, directly or indirectly, (a) solicit, initiate initiate, facilitate or pursue encourage any inquiryinquiries, indication proposals, indications of interestinterest or offers that constitute, proposal or offer relating that would reasonably be expected to constitute or lead to, an Alternative Proposal, (b) engage in, continue or otherwise participate in or continue any discussions or negotiations with any third third-party with respect toregarding an Alternative Proposal, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third third-party relating to an Alternative Proposal non-public information or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct direct its officers Subsidiaries and directors to, controlled Affiliates and the Company shall instruct and cause its Representatives, Subsidiaries and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror Acquiror, Sponsor and its their Representatives) with respect to an Alternative Proposal.