Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. The Company shall not and will cause the Company Subsidiaries not to, (i) permit any of its or its subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company will, and will cause its Subsidiaries and Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use reasonable best efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) to which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company Subsidiaries or Representatives shall be deemed to be a breach by the Company.

Alternative Transaction. The Company shall not not, and will shall cause the Company its Subsidiaries not to, (i) and shall not authorize or permit any of its or its subsidiaries’ the directors, officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf employees and Representatives of the Company or the Company any of its Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, endorse, recommend or support, initiate or knowingly encourage or facilitate, induce or encourage any inquiry, inquiries or the making of any proposal or offer from, furnish any non-public information tothat constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or enter into furnish to any agreement with, Person any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d))information with respect to, or (iii) enter into cooperate in any letter of intent or similar document or any contractway that would otherwise reasonably be expected to lead to, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Alternative Transaction ProposalProposal and will enforce, and, upon Acquiror’s requestexcept as otherwise prohibited by applicable Law, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use reasonable best efforts to enforce (and will not waive any provisions of) , any confidentiality or standstill agreement (or any similar agreement) to which the Company of or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the foregoing provisions execution of this subsection Agreement to or for the benefit of such Person by any or on behalf of the Company Subsidiaries or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives shall be deemed to be a breach by of the Companyobligations undertaken in this Section 5.2.

Alternative Transaction. The Company agrees that, following the date of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement, it shall not and will cause the Company its Subsidiaries not to, (i) permit any of its or its subsidiariesSubsidiaries’ officers, directors, attorneys or employees, affiliates, attorneys, financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or supportrecommend, facilitate, support or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations withnegotiations, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise Contract relating to any Alternative Transaction Proposal. The Company will, and will cause its Subsidiaries and Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use commercially reasonable best efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) to which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company Company’s Subsidiaries or Representatives shall be deemed to be a breach by the Company.

Alternative Transaction. The Company shall not and will cause the Company Subsidiaries not to, (i) permit any of its or its subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company will, and will cause each of its Subsidiaries Subsidiaries, officers, directors and employees, and will use its reasonable best efforts to cause the Representatives of the Company to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) conducted heretofore with respect to any Alternative Transaction Proposal, Proposal and, upon Acquiror’s requestwith respect to any such Person with whom such activities, discussions or negotiations have been terminated, the Company shall request the prompt promptly require such Person to return or destruction destroy, in accordance with the terms of all confidential the applicable confidentiality agreement, any information previously furnished to any Person with which by or on behalf of the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company willshall promptly terminate access by any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) to any physical or electronic data rooms relating to any Alternative Transaction Proposal. From and after the date of this Agreement until the earlier to occur of the Offer Acceptance Time and the termination of this Agreement in accordance with Article VII, the Company shall not, and will shall cause its Subsidiaries Subsidiaries, officers, directors and Representatives employees not to, and shall use its reasonable best efforts to enforce cause its Representatives not to, directly or indirectly, (and will not waive i) solicit or initiate, or knowingly induce, facilitate or encourage, any provisions of) any confidentiality inquiries or standstill agreement (or any similar agreement) to which the Company making of any of its Subsidiaries is a party relating proposal or offer that constitutes or would reasonably be expected to any such lead to an Alternative Transaction Proposal. Any breach , (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal except, in each case, prior to 11:59 p.m., Eastern Time, on June 13, 2019 (the “Keep-Shop Expiration Time”), from an Excluded Party (for so long as such Person or group is an Excluded Party) or (iii) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, except in each case as provided herein; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Company and its Representatives may (A) seek to clarify the terms and conditions of any proposal or offer to determine whether such inquiry or proposal would reasonably be expected to lead to a Superior Proposal and (B) inform any Person that makes an Alternative Transaction Proposal of the foregoing provisions restrictions imposed by this Section 5.2. Promptly following the execution and delivery of this subsection by any Agreement, the Company shall deliver to Parent a list of the Company Subsidiaries or Representatives shall be deemed to be Excluded Parties and a breach summary of the material terms of the Alternative Transaction Proposals submitted by the Companysuch parties.

Alternative Transaction. The Company shall not not, and will shall cause its Subsidiaries and the Company Subsidiaries not to, (i) permit any of its or its subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf Representatives of the Company or the Company any of its Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, seek, endorse, recommend or support, initiate or knowingly encourage or facilitate, induce or encourage any inquiry, inquiries or the making of any proposal or offer from, furnish any non-public information tothat constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations withregarding, or enter into furnish to any agreement with, Person any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d))information with respect to, or (iii) enter into otherwise cooperate in any letter of intent or similar document or any contractway that would otherwise be expected to lead to, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of the Company or its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Section 6.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives toenforce, use reasonable best efforts to enforce (and will not waive any provisions of) , any confidentiality or standstill agreement (or any similar agreement) to which the Company of or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of Proposal and shall enforce, to the foregoing fullest extent permitted under applicable Law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this subsection Agreement to or for the benefit of such Person by any or on behalf of the Company Subsidiaries or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its Representatives shall be deemed to be a breach by of the Companyobligations undertaken in this Section 6.2.

Alternative Transaction. The Company shall not and will cause the Company Subsidiaries not to, (i) permit any of its or its subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company will, and will cause each of its Subsidiaries Subsidiaries, officers, directors and employees, and will use its reasonable best efforts to cause the Representatives of the Company to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) conducted heretofore with respect to any Alternative Transaction Proposal, Proposal and, upon Acquiror’s requestwith respect to any such Person with whom such activities, discussions or negotiations have been terminated, the Company shall request the prompt promptly require such Person to return or destruction destroy, in accordance with the terms of all confidential the applicable confidentiality agreement, any information previously furnished to any Person with which by or on behalf of the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company willshall promptly terminate access by any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) to any physical or electronic data rooms relating to any Alternative Transaction Proposal. From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, the Company shall not, and will shall cause its Subsidiaries Subsidiaries, officers, directors and Representatives employees not to, and shall use its reasonable best efforts to enforce cause its Representatives not to, directly or indirectly, (and will not waive i) solicit or initiate, or knowingly induce, facilitate or encourage, any provisions of) any confidentiality inquiries or standstill agreement (or any similar agreement) to which the Company making of any of its Subsidiaries is a party relating proposal or offer that constitutes or would reasonably be expected to any such lead to an Alternative Transaction Proposal. Any breach , (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal except, in each case, prior to 11:59 p.m., Eastern Time, on June 13, 2019 (the “Keep-Shop Expiration Time”), from an Excluded Party (for so long as such Person or group is an Excluded Party) or (iii) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, except in each case as provided herein; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Company and its Representatives may (A) seek to clarify the terms and conditions of any proposal or offer to determine whether such inquiry or proposal would reasonably be expected to lead to a Superior Proposal and (B) inform any Person that makes an Alternative Transaction Proposal of the foregoing provisions restrictions imposed by this Section 5.2. Promptly following the execution and delivery of this subsection by any Agreement, the Company shall deliver to Parent a list of the Company Subsidiaries or Representatives shall be deemed to be Excluded Parties and a breach summary of the material terms of the Alternative Transaction Proposals submitted by the Companysuch parties.

Alternative Transaction. The From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in this Agreement, the Company shall not not, and will shall cause the Company Subsidiaries and the Representatives of the Company or any Company Subsidiary not to, directly or indirectly, (i) permit solicit, initiate or knowingly facilitate, induce or encourage any inquiries or the making of its any proposal or its subsidiaries’ officersoffer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, directorsor (ii) other than informing Persons of the provisions contained in this Section 6.2, attorneys enter into, continue or financial advisors (otherwise participate in any discussions or its negotiations regarding, or its subsidiaries’ other employeesfurnish to any Person any information with respect to, agents or representatives who have otherwise cooperate in any way that could otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the authority to act on behalf foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of the Company or the Company Subsidiaries regarding any Alternative Transactionor their respective Representatives shall be deemed to be a breach of this Section 6.2(a) (collectivelyby the Company. Notwithstanding anything to the contrary contained in this Agreement, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate the Company and the Company Subsidiaries and their respective Representatives may in any discussions or negotiations withevent inform a Person that has made or, or enter into any agreement withto the knowledge of the Company, any party or group regarding any is considering making an Alternative Transaction (except to disclose the existence Proposal of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal6.2. The Company willshall, and will shall cause its each Company Subsidiary and each of the Representatives of the Company and the Company Subsidiaries and Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Alternative Transaction Proposal, andand shall not modify, upon Acquiror’s requestamend or terminate, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Companywaive, its Subsidiaries release or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company willassign, and will cause its Subsidiaries and Representatives to, use reasonable best efforts to enforce (and will not waive any provisions of) , any confidentiality or standstill agreement (or any similar agreement) to which the Company of or any of its Subsidiaries Company Subsidiary is a party relating to any such Alternative Transaction Proposal. Any breach of Proposal and shall enforce, to the foregoing fullest extent permitted under applicable Law, the provisions of this subsection any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction; provided, that the Company shall be permitted to waive the standstill agreement set forth in Section 6.2 of the Company Subsidiaries Disclosure Letter. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any Company Subsidiary. The Company agrees that it will take the necessary steps to promptly inform its Representatives shall be deemed to be a breach by of the Companyobligations undertaken in this Section 6.2.

Alternative Transaction. The Company shall not and will cause the Company Subsidiaries not to, (i) permit any of its or its subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company will, and will cause its Subsidiaries and Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s Table of Contents request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use reasonable best efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) to which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company Subsidiaries or Representatives shall be deemed to be a breach by the Company.