Common use of Alternative Transactions Clause in Contracts

Alternative Transactions. From the date hereof through the earlier of (x) termination of this Agreement in accordance with Article XII and (y) the Closing, other than in connection with the transactions contemplated hereby, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shall, and such Persons shall cause each of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the Group Parties, the Acquiror, or the Merger Subs (other than the transactions contemplated by this Agreement): (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Group Parties or the Acquiror or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. The Group Parties and the Acquiror shall keep the other parties informed on a reasonably current basis of material developments with respect to any such Alternative Proposal.

Alternative Transactions. From The Company and the other Company Group Members shall not seek, solicit, or support any Alternative Transaction, and shall not cause or allow any of their agents or representatives to solicit any agreements relating to an Alternative Transaction; provided, however, that nothing in this Section 6.12 shall (i) require the Company or any of its subsidiaries or affiliates or any of their respective directors, officers or members, as applicable (each in such person’s capacity as a director, officer or member), to take any action, or refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with, or cause such party to breach such party’s fiduciary obligations under applicable Law, or shall limit the Company or any other Company Group Members from considering any Alternative Transaction brought to them consistent with their fiduciary duties or (ii) subject to obtaining all applicable consents and approvals required under the Restructuring Support Agreement and this Agreement (including Section 6.3 hereof), limit the Parties’ ability to engage in marketing efforts, discussions, and/or negotiations with any party regarding refinancing of the Exit Facility to be consummated following the Effective Date; provided, further, that (x) if any of the Company Group Members receive a proposal or expression of interest regarding any Alternative Transaction from the date hereof through until the earlier of (x) termination of this Agreement in accordance with Article XII its terms, the Company Group Members shall promptly notify counsel to the other parties to the Restructuring Support Agreement or any such proposal or expression of interest, with such notice to include the material terms thereof, including (unless prohibited by a separate agreement) the identity of the Person or group of Persons involved and (y) subject to mutually agreed terms of confidentiality, the ClosingCompany Group Members shall promptly furnish to counsel to the parties to the Restructuring Support Agreement with copies of any written offer, oral offer or any other than information that they receive relating to the foregoing and shall promptly inform counsel to the parties to the Restructuring Support Agreement of any material change to such proposals. The Company Group Members shall not enter into any confidentiality agreement with a party in connection with the transactions contemplated hereby, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shall, and such Persons shall cause each proposal of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access unless such party consents to employees to, any Person that has made, or that is considering making, a proposal with respect identifying and providing to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the Group Parties, the Acquiror, or the Merger Subs (other than the transactions contemplated by this Agreement): (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing counsel to the Group Parties or the Acquiror or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this the Restructuring Support Agreement orally and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. The Group Parties and the Acquiror shall keep the other parties informed on under a reasonably current basis of material developments with respect acceptable confidentiality agreement) the information reasonably requested by the parties to any such Alternative Proposalthe Restructuring Support Agreement.

Alternative Transactions. From (a) Except as otherwise permitted by this Section 6.02, from the date hereof through the earlier of (x) termination of this Agreement in accordance with Article XII and (y) until the ClosingEffective Time, other than in connection with the transactions contemplated hereby, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shallCompany shall not, and such Persons shall cause each not permit any of their respective officersthe Company Subsidiaries, directorsor any director, Affiliatesofficer or employee of the Company or any Company Subsidiary or any investment banker, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) encourageinitiate, solicit, initiatepropose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, any Alternative Transaction Proposal, or any inquiries or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with regarding, or furnish or provide access to any Person concerning, any information or make data concerning the Company or any offers or proposals related Company Subsidiary with respect to, any Alternative Transaction, Transaction Proposal (iiexcept to disclose the existence of the provisions of this Section 6.02) take or any other action intended proposal or designed offer that could reasonably be expected to facilitate the efforts of any Person relating lead to a possible an Alternative TransactionTransaction Proposal, (iii) enter intogrant any waiver, engage in amendment or continue release under any discussions standstill or negotiations with respect to an Alternative Transaction withconfidentiality agreement or Takeover Statutes, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or any Contract related that contradicts this Agreement or requires the Company to any Alternative Transaction. For purposes of abandon this Agreement; or (v) resolve, the term “Alternative Transaction” shall mean propose, commit or agree to do any of the following transactions involving foregoing. The Company shall, and shall cause each of the Group PartiesCompany Subsidiaries to, the Acquirorimmediately cease any existing solicitations, discussions or the Merger Subs negotiations with any Person (other than the transactions contemplated by this Agreement): (1parties hereto) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation that has made or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is indicated an unsolicited proposal for, or an indication of a serious interest in entering into, intention to make an Alternative Transaction, communicated in writing to the Group Parties or the Acquiror or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Transaction Proposal. The Group Parties Company shall promptly inform the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and the Acquiror shall keep the other parties informed on a reasonably current basis of material developments with respect to any such Alternative Proposalits Representatives.

Alternative Transactions. From During the period from the date hereof through the earlier of (x) the Closing and the termination of this Support Agreement in accordance with Article XII and (y) the Closing“Restricted Period”), other than in connection with the transactions contemplated hereby, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shallXxxxxxxx Control Person shall not, and such Persons shall cause each of Xxxxxxxx Control Person’s Controlled Affiliates (including the Xxxxxxxx Partnerships) and his and their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents Representatives not to, directly or indirectly, (i) solicit, encourage, solicit, initiate, engage assist or participate in negotiations with any Person concerninginitiate the submission of proposals or offers, or make any inquiries that could reasonably be expected to lead to proposals or offers or proposals related to, any Alternative Transactionfrom, (ii) take provide any other action intended confidential information concerning Parent or designed to facilitate its Affiliates or assets or the efforts of any Person relating to a possible Alternative TransactionCompany or its Affiliates or assets, the Merger Agreement or the transactions contemplated thereby to, or (iii) enter intorespond to any proposals, engage participate in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction Contract with, in each case, any Person (other than Holdings or any Contract related its Affiliates) relating to any Alternative Transaction. For purposes potential transaction pursuant to which any Person (or group of this AgreementPersons), directly or indirectly, would acquire (A) more than 15% of the term “Alternative Transaction” shall mean outstanding Equity Securities of Parent or outstanding voting power of Parent or (B) Control of assets of any of the following transactions involving Parent Entities that, in the Group Partiesaggregate, represent more than 15% of the Acquirorfair market value of all the assets of the Parent Entities, taken as a whole, in each case calculated as of immediately prior to the closing of such transaction, whether in an acquisition structured as a merger, consolidation, exchange, license, sale of assets, sale of stock or the Merger Subs otherwise (in each case, other than the transactions contemplated by this Agreement): , the Merger Agreement, the Common Purchase Agreement and the Preferred Purchase Agreement) (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Group Parties or the Acquiror or any of their respective representatives or agents (each, an “Alternative ProposalTransaction”), such party shall as promptly as practicable (and or facilitate in any event within one other manner any effort or attempt by any Person (1other than Holdings or its Affiliates) Business Day after receipt) advise to do or seek any of the other parties to this Agreement orally foregoing. Xxxxxxxx Control Person shall, and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal shall cause Xxxxxxxx Control Person’s Controlled Affiliates (including any changes theretothe Xxxxxxxx Partnerships) and the identity of the person making his and their respective Representatives to, immediately cease and cause to be terminated any such Alternative Proposal. The Group Parties and the Acquiror shall keep the existing discussions or negotiations with any Person (other parties informed on a reasonably current basis of material developments than Holdings or its Affiliates) conducted heretofore with respect to any such Alternative ProposalTransaction.

Alternative Transactions. (a) From the date hereof through of this Agreement until the earlier of (x) the termination of this Agreement in accordance with Article XII its terms and (y) the Closing, other than in connection with the transactions contemplated hereby, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shall, and such Persons shall cause each of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectlyClosing Date, (i) encouragethe Company and its Subsidiaries shall, solicitand shall instruct and direct their respective Representatives to, initiateimmediately cease and terminate any ongoing solicitation, discussions and negotiations with any Person (including any Commitment Party) with respect to any Alternative Transaction, and (ii) the Company and its Subsidiaries shall not, and the Company and its Subsidiaries shall instruct and direct their respective Representatives not to, initiate or solicit any inquiries or the making of any proposal or offer relating to an Alternative Transaction, engage or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction withnegotiations, or provide any non-public information, data or access information to employees to, any Person that has made(including any Commitment Party), or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes Notwithstanding the foregoing sentence, if following the date of this Agreement, Agreement (A) the term “Alternative Transaction” shall mean any of the following transactions involving the Group Parties, the Acquiror, or the Merger Subs (other than the transactions contemplated by this Agreement): (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Group Parties or the Acquiror Company or any of their respective representatives its Subsidiaries receives a bona fide, written unsolicited proposal or agents offer for an Alternative Transaction (each, an “Alternative Transaction Proposal”)) from any Person (including any Commitment Party) that did not result from a breach of this Section 6.18 and (B) the board of directors of the Company (the “Company Board”) has determined in good faith, after consultation with its outside counsel and independent financial advisor, that such party shall as Alternative Transaction Proposal constitutes, or could reasonably be expected to result in, a Superior Transaction, the Company and its Subsidiaries may, in response to such Alternative Transaction Proposal: (x) furnish non-public information in response to a request therefor by such Person if such Person has executed and delivered to the Company a confidentiality agreement on customary terms if the Company also promptly as practicable (and in any event within one twenty-four (124) Business Day hours after receiptthe time such information is provided to such Person) advise makes such information available to the other parties Commitment Parties, to this Agreement orally the extent not previously provided to the Commitment Parties; and (y) engage or participate, or instruct and direct their respective Representatives to engage or participate, in writing of discussions and negotiations with such Person regarding such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Transaction Proposal. The Group Parties Notwithstanding the foregoing, nothing in this Section 6.18(a) shall prohibit, limit or otherwise restrict the Company and its Subsidiaries and their respective Representatives from engaging or participating in discussions with, or providing any information to, any official committee appointed in the Acquiror shall keep Chapter 11 Proceedings, so long as the other parties informed on a reasonably current basis of material developments with respect Company and its Subsidiaries do not, and instruct and direct their respective Representatives not to, initiate or solicit any inquiries or make any proposal or offer relating to any such an Alternative ProposalTransaction.

Alternative Transactions. From During the date hereof through Interim Period, none of Seller, the earlier Company or any of its Subsidiaries shall, and Seller shall cause its Affiliates and Representatives not to, directly or indirectly, (xa) termination encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than any Party or any Affiliate, associate or designee of this Agreement in accordance with Article XII and any Party) concerning any proposal for the sale, merger, combination, joint venture or other transaction involving all or any part of the Equity Interests, assets, business or properties of the Company or any of its Subsidiaries (y) the Closinga “Competing Transaction”), other than providing information in connection with the transactions contemplated herebyContemplated Transactions in accordance with the terms hereof; (b) enter into or participate in any negotiations, neither or initiate any discussions or continue any discussions initiated by others, regarding any Competing Transaction, or furnish to any other Person any information with respect to the Group Partiesassets or business of the Company or any of its Subsidiaries for the purpose of pursuing a possible Competing Transaction; or (c) otherwise participate in, on assist, facilitate or encourage any effort or attempt by any other Person to do any of the one handforegoing. If at any time during the Interim Period, nor Seller, the Acquiror Company or any of its Subsidiaries receives a proposal or inquiry related to a Competing Transaction or that could lead to a Competing Transaction, Seller will promptly (but in no event later than two Business Days following the Merger Subsreceipt of such proposal or inquiry) provide notice of such proposal or inquiry to Buyer, on including the other handidentity of the Person making such proposal or inquiry and copies of any written submissions (or summaries of any oral statements) setting forth the terms of any such Competing Transaction. During the Interim Period, shallSeller and the Company will, and such Persons shall each will cause each of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys agents and accountants) and agents not other Representatives to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with immediately cease and cause to be terminated any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any existing discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the Group Parties, the Acquiror, or the Merger Subs Persons (other than the transactions contemplated by this Agreement): (1Buyer and its Representatives) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Group Parties or the Acquiror or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. The Group Parties and the Acquiror shall keep the other parties informed on a reasonably current basis of material developments conducted heretofore with respect to any Competing Transaction; (ii) terminate all physical and electronic data room access previously granted to any Person other than Buyer and its Representatives; and (iii) promptly request each Person that has executed a confidentiality agreement in the last 12 months in respect of a Competing Transaction to return or destroy all information heretofore furnished to such Alternative ProposalPerson or its Representatives by or on behalf of Seller, the Company or any of its Subsidiaries.

Alternative Transactions. From (a) Provided that Investor is not in default hereunder, from the date hereof through of this Agreement until the earlier of the date of Closing or the termination of this Agreement pursuant to Section 10.1 (xthe "Exclusive Period"), the Company shall not, directly or indirectly through any of its Subsidiaries or the respective directors, officers, agents, representatives, affiliates, stockholders or any other Persons acting on any of their behalf, (i) termination enter into any transaction with any Person or Persons other than the Investor relative to a sale of the equity securities (or instruments convertible into equity securities) of the Company for cash (other than equity securities issued pursuant to options, warrants and other instruments convertible into equity securities outstanding on the date of this Agreement in accordance with Article XII and (ytheir terms) the Closing, other than in connection with or that would prevent or materially impede the transactions contemplated herebyby this Agreement (any of the foregoing, neither the Group Parties, on the one hand, nor the Acquiror or the Merger Subs, on the other hand, shall, and such Persons shall cause each of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning, or make any offers or proposals related to, any an "Alternative Transaction"), (ii) take solicit or encourage submission of inquiries, proposals or offers from any other action intended Person or designed Persons relative to facilitate the efforts of any Person relating to a possible an Alternative Transaction, (iii) enter intoexcept in the ordinary course of business or as required by Applicable Law, engage regulation, or court order or by agreements existing at the date of this Agreement, provide information to any other Person regarding the Company or any of its Subsidiaries in or continue connection with a proposed Alternative Transaction, (iv) conduct any discussions or negotiations with respect to an Alternative Transaction withregarding, or provide enter into any non-public informationagreement, data arrangement or access to employees to, any Person that has madeunderstanding regarding, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction propose publicly to approve or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the Group Parties, the Acquiror, or the Merger Subs (other than the transactions contemplated by this Agreement): (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person or any class or series of the capital stock or other equity interests of the Group Parties or the Acquiror in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering intorecommend, an Alternative Transaction, communicated or (v) agree to do any of the foregoing. The Company shall promptly notify the Investor in writing to if the Group Parties Company receives any offer, inquiry or proposal or enters into any discussions and such notice shall include all relevant information, including, without limitation, the Acquiror or any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) Transaction and the identity of the person making any potential acquirer and other parties relating to such Alternative ProposalTransaction and the details thereof. The Group Parties and the Acquiror Company shall keep the other parties Investor fully informed on a reasonably current an ongoing basis of material developments with respect to each such offer, inquiry, proposal or discussions. The Company shall provide the Investor with copies of all such offers, inquiries or proposals that are in writing and all written materials and correspondence relating thereto as soon as practicable after receipt by the Company. During the Exclusive Period, and provided the Investor is not in default hereunder, the Company and its Board of Directors shall not enter into any such agreement with respect to, or otherwise approve or recommend, any Alternative ProposalTransaction.