Common use of Competing Transaction Clause in Contracts

Competing Transaction. Subject to the provisions of Article VI, each Stockholder agrees that at any meeting of stockholders of Pinnacle, or at any adjournment thereof, or in any other circumstances upon which their vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) its Shares against (i) any Takeover Proposal and (ii) any amendment of Pinnacle's Certificate of Incorporation or Bylaws or other proposal or transaction involving Pinnacle or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Pinnacle or any Stockholder under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreement.

Competing Transaction. Subject to the provisions of Article --------------------- VI, each Stockholder agrees that at any meeting of stockholders of PinnacleNextHealth, or at any adjournment thereof, or in any other circumstances upon which their vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) its Shares against (i) any Takeover Proposal and (ii) any amendment of PinnacleNextHealth's Certificate of Incorporation or Bylaws By-laws or other proposal or transaction involving Pinnacle NextHealth or any of its subsidiaries Subsidiaries which amendment or other proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Pinnacle NextHealth or any Stockholder under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreement.

Competing Transaction. Subject to the provisions of Article VI, each Stockholder agrees that at any meeting of stockholders of PinnacleNextHealth, or at any adjournment thereof, or in any other circumstances upon which their vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) its Shares against (i) any Takeover Proposal and (ii) any amendment of PinnacleNextHealth's Certificate of Incorporation or Bylaws By-laws or other proposal or transaction involving Pinnacle NextHealth or any of its subsidiaries Subsidiaries which amendment or other proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Pinnacle NextHealth or any Stockholder under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreement.

Competing Transaction. Subject to the provisions of Article VI, each Stockholder Seller agrees that at any meeting of stockholders of PinnacleTarget, or at any adjournment thereof, or in any other circumstances upon which their vote, consent or other approval is sought, such Stockholder Seller shall vote (or cause to be voted) its Shares against (i) any Takeover Proposal and (ii) any amendment of PinnacleTarget's Certificate Restated Articles of Incorporation or Bylaws or other proposal or transaction involving Pinnacle Target or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, interfere with, materially delay, frustrate, prevent or nullify or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Pinnacle Target or any Stockholder Seller under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or by this Agreement.