Common use of No Solicitation of Alternative Proposals Clause in Contracts

No Solicitation of Alternative Proposals. Section 4.1 The Securityholder (in such Securityholder’s capacity as such) shall, and shall cause its Affiliates, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisors, agents and other representatives to: (a) immediately cease any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention to, directly or indirectly, (i) solicit, initiate, knowingly encourage or facilitate any Inquiry (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes of, or otherwise constitute a violation of, this Section 4.1), (ii) furnish non-public information to any Person in connection with an Inquiry or an Alternative Proposal or (iii) enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal. Section 4.2 The Securityholder shall (a) notify Parent reasonably promptly (but in no event more than twenty-four (24) hours) following such Securityholder’s receipt of any Alternative Proposal or any Inquiry or request for non-public information relating to the Company or any Company Subsidiary by any Person who has made or could reasonably be expected to make any Alternative Proposal, (b) advise Parent in writing of (i) the receipt of such Alternative Proposal, Inquiry or request, (ii) the identity of the Person making any such Alternative Proposal, Inquiry or request, and (iii) the terms and conditions of such Alternative Proposal or potential Alternative Proposal or the nature of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary of the material terms of such Alternative Proposal, if oral, and (2) copies of all written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or any of its Representatives; and (c) keep Parent reasonably informed on a reasonably current basis, or upon Parent’s reasonable request, (i) of the status and material terms of (including amendments or revisions or proposed amendments or revisions to) each such Alternative Proposal or potential Alternative Proposal, and (ii) as to the nature of any information requested of such Securityholder with respect thereto.

No Solicitation of Alternative Proposals. (a) Except as set forth in this Section 4.1 9.3, neither the Company nor Sea Coast shall, directly or indirectly through any of its officers, directors, employees, financial advisors, investment bankers, attorneys, accountants or other representatives or agents (collectively, "Representatives"), or otherwise, (i) solicit, initiate, facilitate (including by way of furnishing information), seek, assist or encourage the submission of any Alternative Proposal, or (ii) except as determined by the Board of Directors in good faith to be necessary to satisfy the fiduciary duties of the Board of Directors under applicable law, after consultation with outside legal counsel and financial advisors, in response to any bona fide written Alternative Proposal which did not result from a breach of Section 9.3(a)(i), participate in any discussions or negotiations regarding, or furnish to any Person, any information (provided that, prior to furnishing such information, the Company enters into a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement) with respect to, or otherwise cooperate in any way with respect to, any bona fide written Alternative Proposal; provided, however, that pursuant to the Termination Agreement, following the Agreement Effective Date the Company may terminate various "standstill" agreements to which is has bound other parties, but may not otherwise take any of the actions prohibited by this Section 9.3 in respect of such Persons. The Securityholder (in such Securityholder’s capacity as such) Company shall, and shall direct or cause its AffiliatesRepresentatives to, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisors, agents and other representatives to: (a) immediately cease and cause to be terminated any existing solicitations, discussions or negotiations with any Persons parties that may be ongoing with respect to any Inquiry and Alternative Proposal. (b) notExcept as set forth in this Section 9.3(b), and the Board of Directors shall not publicly announce any intention to, directly or indirectly, (i) solicitprior to commencement of the Bankruptcy Case, initiatewithhold, knowingly encourage withdraw, amend, change or facilitate any Inquiry (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes ofmodify, or otherwise constitute publicly propose to withhold, withdraw, amend, change or modify, in a violation ofmanner adverse to CEH LLC, the approval or recommendation by the Board of Directors of this Section 4.1)Agreement, (ii) furnish non-public information prior to commencement of the Bankruptcy Case, approve or recommend, or publicly propose to approve or recommend, any Person in connection with an Inquiry or an Alternative Proposal or (iii) cause or permit the Company to enter intointo any letter of intent or any agreement, continue contract or otherwise participate in any discussions or negotiations with any Person commitment with respect to any Alternative Proposal ("Alternative Agreement") or seek Bankruptcy Court approval of an Inquiry Alternative Agreement or Alternative Proposal. Notwithstanding the foregoing, the Board of Directors may take any of the actions referred to above in this Section 9.3(b) with regard to a Superior Proposal in the event that the Board of Directors determines in good faith that such action is necessary to satisfy its fiduciary duties under applicable law, after consultation with outside legal counsel and financial advisors; provided that, prior to or contemporaneous with taking any action referred to in clause (iii) above with regard to an Alternative Proposal, the Company has provided the notice required by the last sentence of subparagraph (c) below and the Board of Directors shall cause the Company to terminate this Agreement pursuant to Section 12.1(f) hereof. Section 4.2 (c) The Securityholder shall Company shall, within 24 hours of receipt thereof, advise CEH LLC of (ai) notify Parent reasonably promptly (but in no event more than twenty-four (24) hours) following such Securityholder’s receipt of any Alternative Proposal or any Inquiry or written request for non-public information relating with respect to the Company or any Company Subsidiary by any Person who has made or could reasonably be expected to make any Alternative Proposal, (b) advise Parent in writing of (i) Proposal the receipt of such Alternative Proposal, Inquiry or request, (ii) the identity of the Person making any such Alternative Proposal, Inquiry or request, and (iii) the material terms and conditions of such Alternative Proposal or potential Alternative Proposal or request and the nature identity of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of Person making such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary of the material terms of such Alternative Proposal, if oral, request and (2ii) copies of all written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or any of its Representatives; and (c) keep Parent reasonably informed on a reasonably current basis, or upon Parent’s reasonable request, (i) of the status and material terms of (including amendments or revisions or proposed amendments or revisions to) each changes in any such Alternative Proposal or potential request. The Company shall provide CEH LLC with at least two (2) Business Days written notice prior to entering into any Alternative Proposal, and (ii) as to the nature of any information requested of such Securityholder with respect theretoAgreement.

No Solicitation of Alternative Proposals. Section 4.1 The Securityholder (a) Except as expressly permitted in such Securityholder’s capacity as such) shallwriting by the Investors, from and after the date of this Agreement, none of the Companies shall cause its Affiliatesauthorize or permit any of their Subsidiaries or any of the Companies' or the Subsidiaries' directors, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisorsrepresentatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representatives to: representative retained by any of them) (a) immediately cease any existing solicitationsall such parties, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention to"Representatives"), directly or indirectly, to (i) solicit, initiate, knowingly encourage or facilitate take any Inquiry (it being understood and agreed other action designed to solicit proposals that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes ofconstitutes, or otherwise constitute would be reasonably expected to lead to, a violation ofproposal or offer for a restructuring transaction pursuant to a plan of reorganization, this Section 4.1merger, consolidation, transfer or exchange of shares, debt refinancing or similar transaction involving the Companies (collectively, an "Alternative Proposal"), (ii) furnish participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information to provided to, any Person in connection with an Inquiry holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposal Proposal, or (iii) enter intointo any letter of intent, continue agreement in principle, acquisition agreement or otherwise participate in other similar agreement related to any Alternative Proposal. Upon execution of this Agreement, each of the Companies and the Subsidiaries shall immediately cease any existing activities, discussions or negotiations with any Person parties heretofore conducted with respect to an Inquiry or an any Alternative Proposal. Section 4.2 The Securityholder shall (a) notify Parent reasonably promptly (but . Notwithstanding anything to the contrary that may be set forth in no event more than twenty-four (24) hours) following such Securityholder’s receipt the foregoing, none of the Companies or any of their Representatives will be precluded from providing information to, or discussing and negotiating with, any Person that is considering making, or has made, an unsolicited bona fide Alternative Proposal. In addition, none of the Companies or any of their Representatives will be precluded from executing an agreement providing for an Alternative Proposal or recommending any Inquiry such Alternative Proposal to the creditors and stockholders of the Companies, if in the good faith opinion of Pinnacle's Board of Directors (in consultation with its financial advisors) such Alternative Proposal provides a higher transaction value to the Companies than the value of the transaction provided in this Agreement and that Pinnacle's Board of Directors reasonably determines in good faith (after consultation with outside legal counsel) that they are required to authorize such actions by their fiduciary duties or request for under the Bankruptcy Code. No Person considering making an Alternative Proposal shall be provided non-public information relating by the Companies unless such Person has executed a confidentiality agreement with terms that are materially no less favorable to the Company or Companies than those contained in the Confidentiality Agreement between Fortress and the Companies dated August 21, 2001 (the "Fortress Confidentiality Agreement") and the Confidentiality Agreement between Xxxxxxxxx and the Companies dated August 21, 2001 (the "Xxxxxxxxx Confidentiality Agreement," and, collectively with the "Fortress Confidentiality Agreement," the "Confidentiality Agreements"). (b) Each of the Companies shall notify the Investors immediately (in no event later than 24 hours) after (i) receipt by the Companies of any Company Subsidiary written Alternative Proposal by any Person who that informs the Companies that it is considering making, or has made or could reasonably be expected to make any made, an Alternative Proposal, (b) advise Parent in writing of (i) the receipt of such Alternative Proposal, Inquiry or request, (ii) the delivery by the Companies of any non-public information in connection with an Alternative Proposal or the granting of access by the Companies to the properties, books or records of the Companies by any Person that informs the Companies that it is considering making, or has made, an Alternative Proposal. Such notice shall be made orally or in writing and shall indicate, to the extent not prohibited by the terms of any confidentiality agreement, the identity of the Person making any such Alternative Proposal, Inquiry or request, offeror and (iii) shall also indicate all the material terms and conditions of such Alternative Proposal proposal, inquiry or potential Alternative Proposal or the nature of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary of the material terms of such Alternative Proposal, if oral, and (2) copies of all written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or any of its Representatives; and contract. (c) keep Parent reasonably informed on a reasonably current basisNotwithstanding any other provision of this Agreement, or upon Parent’s reasonable request, the Companies agree that they will not (i) enter into a definitive agreement relating to an Alternative Proposal unless such definitive agreement shall provide for an obligation by the Companies to pay any portion of the status and material terms Break-Up Payment or Allowed Break-up Payment Claim, as the case may be, not theretofore paid to the Investors pursuant to Section 8.2, in each case not later than consummation of (including amendments or revisions or proposed amendments or revisions to) each such Alternative Proposal or potential Alternative Proposal, and (ii) consummate any Alternative Proposal unless any portion of the Break-Up Payment or Allowed Break-up Payment Claim, as the case may be, not theretofore paid to the nature of any information requested Investors pursuant to Section 8.2 shall be paid to the Investors not later than consummation of such Securityholder with respect theretoAlternative Proposal.

No Solicitation of Alternative Proposals. (a) Except as permitted by Section 4.1 The Securityholder 6.1(g) hereof, from and after the date of this Agreement until the earlier of (x) the Closing Date and (y) the termination of this Agreement in such Securityholder’s capacity as such) shallaccordance with section 8.1, subject to the following sentence, the Company shall not authorize, and shall cause not permit any of its AffiliatesSubsidiaries or any of the Company's or the Subsidiaries' directors, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisorsrepresentatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representatives to: representative retained by any of them or acting on their behalf) (a) immediately cease any existing solicitationsall such Persons, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention to"Representatives"), directly or indirectly, to (i) solicit, initiate, knowingly encourage or facilitate take any Inquiry other action designed to solicit a proposal or offer for a restructuring transaction or a plan of reorganization, merger, consolidation, transfer or exchange of shares, issuance of equity securities (it being understood and agreed that answering unsolicited phone calls shall not be deemed or securities convertible into equity securities), a sale of a material portion of the assets of the Debtors (except with respect to “facilitate” for purposes ofthe items described in Section 6.1(e) of the Company Disclosure Schedule or in connection with any Store Closing) or similar transaction involving the Debtors, or otherwise constitute a violation of(collectively, this Section 4.1an "Alternative Proposal"), (ii) furnish non-public information to any Person in connection with an Inquiry or an Alternative Proposal or (iii) enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal. Section 4.2 The Securityholder shall (a) notify Parent reasonably promptly (but in no event more than twenty-four (24) hours) following such Securityholder’s receipt of any Alternative Proposal or any Inquiry or request for non-public information relating to the Company or any Company Subsidiary by any Person who has made or could reasonably be expected to make regarding any Alternative Proposal, (biii) advise Parent enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal or (iv) furnish any nonpublic information. Notwithstanding anything to the contrary that may be set forth in the foregoing sentence, to the extent that the Board of Directors determines in good faith that it is required to authorize such actions to comply with its fiduciary duties under any applicable Law, including the Bankruptcy Code, the Company or any of its Representatives may take any of the actions referred to in clauses (ii) and (iv) of the preceding sentence with respect to any Person that has after the date hereof notified the Company in an unsolicited writing that it is considering making, or has made in writing an unsolicited bona fide Alternative Proposal so long as the Company and its Representatives are not in violation of this Section 6.2. In addition, so long as the Company and its Representatives are not in violation of this Section 6.2, none of the Company or any of its Representatives will be precluded from executing an agreement providing for an Alternative Proposal or recommending any such Alternative Proposal to the creditors of the Company, if in the good faith opinion of the Board of Directors (in consultation with its financial advisors and outside legal counsel) such Alternative Proposal provides a higher transaction value or is otherwise more favorable to the Company and its creditors than the transactions contemplated by this Agreement and that the Board of Directors reasonably believes in good faith (after consultation with outside legal counsel) that the failure to authorize such actions would be inconsistent with its fiduciary duties under any applicable Law, including the Bankruptcy Code; provided that no such action shall be authorized unless (i) the receipt of Company shall have delivered the notice with respect to such Alternative Proposal, Inquiry or request, Proposal to the Plan Investor pursuant to Section 6.2(b); (ii) the identity Plan Investor does not, within ten (10) Business Days of receipt of such notice, make an offer to revise the transactions contemplated by this Agreement, such that in the good faith opinion of the Person making any Board of Directors (in consultation with its financial advisors and outside legal counsel) such revised transaction provides an equal or higher transaction value or is otherwise more favorable to the Company and its creditors than the Alternative Proposal, Inquiry or request, and ; (iii) the terms and conditions of such Alternative Proposal or potential Alternative Proposal or comports in all respects with the nature Company's obligations under Schedule 2.19 of the information requested, DIP Financing Facility and (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary the Company pays the fees and expenses of the material terms of such Alternative Proposal, if oral, and (2) copies of all written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or any of its Representatives; and (c) keep Parent reasonably informed on a reasonably current basis, or upon Parent’s reasonable request, (i) of the status and material terms of (including amendments or revisions or proposed amendments or revisions to) each such Alternative Proposal or potential Alternative Proposal, and (ii) Plan Investors as to the nature of any information requested of such Securityholder with respect theretoprovided in Section 8.

No Solicitation of Alternative Proposals. (a) Except as set forth in this Section 4.1 5.3, neither the Company nor the Subsidiary shall, directly or indirectly through any of its officers, directors, employees, financial advisors, investment bankers, attorneys, accountants or other representatives or agents (collectively, "Representatives"), or otherwise, (i) solicit, initiate, facilitate (including by way of furnishing information), seek, assist or encourage the submission of any Alternative Proposal, or (ii) except as determined by the Board of Directors in good faith to be necessary to satisfy the fiduciary duties of the Board of Directors under applicable law, after consultation with outside legal counsel and financial advisors, in response to any bona fide written Alternative Proposal which did not result from a breach of Section 5.3(a)(i), participate in any discussions or negotiations regarding, or furnish to any Person, any information (provided that, prior to furnishing such information, the Company enters into a customary confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement) with respect to, or otherwise cooperate in any way with respect to, any bona fide written Alternative Proposal. The Securityholder (in such Securityholder’s capacity as such) Company shall, and shall direct or cause its AffiliatesRepresentatives to, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisors, agents and other representatives to: (a) immediately cease and cause to be terminated any existing solicitations, discussions or negotiations with any Persons parties that may be ongoing with respect to any Inquiry and Alternative Proposal. (b) notExcept as set forth in this Section 5.3(b), and the Board of Directors shall not publicly announce any intention to, directly or indirectly, (i) solicitprior to commencement of the Bankruptcy Case, initiatewithhold, knowingly encourage withdraw, amend, change or facilitate any Inquiry (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes ofmodify, or otherwise constitute publicly propose to withhold, withdraw, amend, change or modify, in a violation ofmanner adverse to the Investor, the approval or recommendation by the Board of Directors of this Section 4.1)Agreement, (ii) furnish non-public information prior to commencement of the Bankruptcy Case, approve or recommend, or publicly propose to approve or recommend, any Person in connection with an Inquiry or an Alternative Proposal or (iii) cause or permit the Company to enter intointo any letter of intent or any agreement, continue contract or otherwise participate in any discussions or negotiations with any Person commitment with respect to any Alternative Proposal ("Alternative Agreement") or seek Bankruptcy Court approval of an Inquiry Alternative Agreement or Alternative Proposal. Notwithstanding the foregoing, the Board of Directors may take any of the actions referred to above in this Section 5.3(b) with regard to a Superior Proposal in the event that the Board of Directors determines in good faith that such action is necessary to satisfy its fiduciary duties under applicable law, after consultation with outside legal counsel and financial advisors; provided that, prior to or contemporaneous with taking any action referred to in clause (iii) above with regard to an Alternative Proposal, the Company has provided the notice required by the last sentence of subparagraph (c) below and the Board of Directors shall cause the Company to terminate this Agreement pursuant to Section 8.1(h) hereof. Section 4.2 (c) The Securityholder shall Company shall, within 24 hours of receipt thereof, advise the Investor of (ai) notify Parent reasonably promptly (but in no event more than twenty-four (24) hours) following such Securityholder’s receipt of any Alternative Proposal, Stand Alone Proposal or written request for information with respect to any Alternative Proposal or any Inquiry or request for non-public information relating to the Company or any Company Subsidiary by any Person who has made or could reasonably be expected to make any Alternative Stand Alone Proposal, (b) advise Parent in writing of (i) the receipt material terms and conditions of such Alternative Proposal, Inquiry Stand Alone Proposal or request, (ii) request and the identity of the Person making such Alternative Proposal, Stand Alone Proposal or request and (ii) any changes in any such Alternative Proposal, Inquiry Stand Alone Proposal or request, and (iii) . The Company shall provide the terms and conditions of such Alternative Proposal or potential Alternative Proposal or the nature of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary of the material terms of such Alternative Proposal, if oral, and Investor with at least two (2) copies of all Business Days written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or notice prior to entering into any of its Representatives; and Alternative Agreement. (cd) keep Parent reasonably informed on a reasonably current basis, or upon Parent’s reasonable requestAs used herein, (i) "Alternative Proposal" shall mean any proposal or offer from any Person other than the Investor or any Affiliate of the status and material terms of (including amendments or revisions or proposed amendments or revisions to) each such Alternative Investor relating to an Acquisition Transaction, other than a Stand Alone Proposal or potential Alternative Proposal, and (ii) as "Superior Proposal" shall mean an Alternative Proposal with terms that the Board of Directors determines in good faith (after receiving advice of the Company's outside financial adviser), taking into account all relevant aspects of the proposal and the Person making the proposal, would, if consummated, result in a transaction that is (x) more favorable to the nature Company's stakeholders than the transactions contemplated by this Agreement, and (y) reasonably capable of any information requested of such Securityholder with respect theretobeing completed.

No Solicitation of Alternative Proposals. (a) Except as otherwise expressly provided by this Section 4.1 The Securityholder 6.2 and except and only to the extent that the Board of Directors determines in good faith that it is necessary or desirable to authorize such actions in connection with the administration of the Bankruptcy Cases or that it is required to authorize such actions to comply with its fiduciary duties under any applicable Law, including the Bankruptcy Code, from and after the date of this Agreement until the earlier of (x) the Closing Date and (y) the termination of this Agreement in such Securityholder’s capacity as such) shallaccordance with section 8.1, the Company shall not authorize, and shall cause not permit any of its AffiliatesSubsidiaries or any of the Company's or the Subsidiaries' directors, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisorsrepresentatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representatives to: representative retained by any of them or acting on their behalf) (a) immediately cease any existing solicitationsall such Persons, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention to"Representatives"), directly or indirectly, to (i) solicit, initiate, knowingly encourage or facilitate take any Inquiry other action designed to solicit a proposal or offer for a restructuring transaction or a plan of reorganization, merger, consolidation, transfer or exchange of shares, issuance of equity securities (it being understood or securities convertible into equity securities), debt refinancing, sale of a material portion of the assets of the Debtors (except in connection with the Store Closing Program and agreed that answering unsolicited phone calls shall not be deemed with respect to “facilitate” for purposes ofthe items described in Section 6.1(d) of the Company Disclosure Schedule) or similar transaction involving the Debtors (collectively, or otherwise constitute a violation of, this Section 4.1an "Alternative Proposal"), (ii) furnish non-public information to any Person in connection with an Inquiry or an Alternative Proposal or (iii) enter into, continue or otherwise participate in any discussions or negotiations with any Person with respect to an Inquiry or an Alternative Proposal. Section 4.2 The Securityholder shall (a) notify Parent reasonably promptly (but in no event more than twenty-four (24) hours) following such Securityholder’s receipt of any Alternative Proposal or any Inquiry or request for non-public information relating to the Company or any Company Subsidiary by any Person who has made or could reasonably be expected to make regarding any Alternative Proposal, (biii) advise Parent enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal or (iv) subject to the following sentence, furnish any nonpublic information. Notwithstanding anything to the contrary that may be set forth in the foregoing, none of the Company or any of its Representatives will be precluded from providing information to, or discussing and negotiating with, any Person that has after the date hereof notified the Company in an unsolicited writing that it is considering making, or has made in writing an unsolicited bona fide Alternative Proposal or has notified the Company prior to the date hereof that it is considering making or has made a bona fide Alternative Proposal so long as the Company and its Representatives are not in violation of this Section 6.2. In addition, so long as the Company and its Representatives are not in violation of this Section 6.2, none of the Company or any of its Representatives will be precluded from executing an agreement providing for an Alternative Proposal or recommending any such Alternative Proposal to the creditors of the Company, if in the good faith opinion of the Board of Directors (in consultation with its financial advisors and outside legal counsel) such Alternative Proposal provides a higher transaction value or is otherwise more favorable to the Company than and its creditors the transactions contemplated by this Agreement and that the Board of Directors reasonably believes in good faith (after consultation with outside legal counsel) that the failure to authorize such actions would be inconsistent with its fiduciary duties under any applicable Law, including the Bankruptcy Code; provided that no such action shall be authorized unless (i) the receipt of Company shall have delivered the notice with respect to such Alternative Proposal, Inquiry or request, Proposal to the Plan Investors pursuant to Section 6.2(b) and (ii) the Plan Investors do not, within five (5) Business Days of receipt of such notice, make an offer to revise the transactions contemplated by this Agreement that in the good faith opinion of the Board of Directors (in consultation with its financial advisors and outside legal counsel) provides an equal or higher transaction value or is otherwise more favorable to the Company and its creditors than the Alternative Proposal. No Person considering making an Alternative Proposal shall be provided non-public information by the Company unless such Person has executed a customary confidentiality agreement; provided that such confidentiality agreement shall not prohibit the Company from delivering any notice required by Section 6.2(b). (b) The Company shall notify the Plan Investors promptly (and in no event later than seventy-two (72) hours) after (i) receipt by the Company of (A) any written or oral indication from any Person that informs the Company that such Person is considering making an Alternative Proposal or (B) any Alternative Proposal or (ii) the delivery by the Company of any non-public information in connection with an Alternative Proposal or the granting of access by the Company to the properties, books or records of the Company to any Person that informs the Company that it is considering making, or has made an Alternative Proposal. Such notice shall be made in writing and shall indicate the identity of the Person making any such Alternative Proposal, Inquiry or request, offeror and (iii) shall also indicate all the material terms and conditions of such Alternative Proposal proposal, inquiry or potential Alternative Proposal or the nature of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary of the material terms of such Alternative Proposal, if oral, and (2) copies of all written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or any of its Representatives; and contract. (c) keep Parent reasonably informed on a reasonably current basisNotwithstanding any other provision of this Agreement, or upon Parent’s reasonable request, the Company agrees that it will not (i) enter into any definitive agreement, letter of intent or agreement in principle relating to an Alternative Proposal unless such definitive agreement, letter of intent or agreement in principle shall provide for an obligation by the Company to pay any portion of the status Commitment Fee, not theretofore paid to the Plan Investors pursuant to and material terms of (including amendments in accordance with Section 8.2 or revisions or proposed amendments or revisions to) each such Alternative Proposal or potential Alternative Proposal, and (ii) as consummate any Alternative Proposal unless there shall be paid any portion of the Commitment Fee, not theretofore paid to the nature of any information requested of such Securityholder Plan Investors, pursuant to and in accordance with respect theretoSection 8.2.

No Solicitation of Alternative Proposals. Section 4.1 The Securityholder (a) Except as expressly permitted in such Securityholderwriting by the Acquiror, from and after the date of this Agreement, the Company shall not authorize or permit any of the License Subsidiaries or any of the Company’s capacity as such) shallor the License Subsidiaries’ respective directors, and shall cause its Affiliates, and its and their respective officers, directors, managers or employees, and shall instruct its and their respective accountants, consultants, legal counsel, financial advisorsrepresentatives, agents and advisors (including any investment banker, other representatives to: financial advisor, attorney, accountant or other representative retained by any of them) (a) immediately cease any existing solicitationsall such parties, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention to“Representatives”), directly or indirectly, including by cooperating with the Creditors’ Committee, to (i) solicit, initiate, knowingly encourage or facilitate take any Inquiry (it being understood and agreed other action designed to solicit any proposal that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes ofconstitutes, or otherwise constitute would be reasonably expected to lead to, a violation ofproposal or offer for a transaction pursuant to a plan of reorganization, this Section 4.1merger, consolidation, business combination, dissolution, recapitalization, transfer, exchange or issuance of shares, debt refinancing, sale of assets or similar transaction involving the Company, any of the License Subsidiaries or any of the FCC Licenses (collectively, an “Alternative Proposal”), (ii) furnish participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information to any Person in connection with an Inquiry or provided to, the Creditors Committee concerning an Alternative Proposal Proposal, or (iii) enter intointo any letter of intent, continue agreement in principle, acquisition agreement or otherwise participate in other similar agreement related to any Alternative Proposal. Upon execution of this Agreement, each of the Company and the License Subsidiaries shall immediately cease any existing activities, discussions or negotiations with any Person parties heretofore conducted with respect to any Alternative Proposal. Notwithstanding anything to the contrary that may be set forth in the foregoing, none of the Company or any of the License Subsidiaries or any of their respective Representatives will be precluded from providing information to, or discussing and negotiating with, any Person that has made, after the date hereof, an Inquiry unsolicited bona fide Alternative Proposal in writing. In addition, none of the Company or any of the License Subsidiaries or any of their respective Representatives will be precluded from executing an agreement providing for an Alternative Proposal or recommending any such Alternative Proposal to the creditors and stockholders of the Company, if in the good faith determination of the Board of Directors (in consultation with its financial advisors) such Alternative Proposal. Section 4.2 The Securityholder shall , together with the value of any other net assets available for stakeholders, provides a higher value to the stakeholders of the Company than the sum of (a) notify Parent reasonably promptly Purchase Price and (but b) the value of Opco and that the Board of Directors determines in no event more than twenty-four good faith (24after consultation with outside legal counsel) hours) following that it is advisable to authorize such Securityholder’s receipt of any actions in order to comply with its fiduciary duties or under the Bankruptcy Code. No Person considering making an Alternative Proposal or any Inquiry or request for shall be provided non-public information relating by the Company unless such Person has executed a confidentiality agreement with terms that are materially no less favorable to the Company or any than those contained in the Non-Disclosure Agreement between the Parent and the Company Subsidiary by any Person who has made or could reasonably be expected to make any Alternative Proposaldated May 19, 1999 (the “Confidentiality Agreement”). (b) advise Parent The Company shall notify the Acquiror immediately (in writing of no event later than 24 hours) after (i) receipt by the receipt Company or a License Subsidiary of such any written Alternative ProposalProposal by any Person, Inquiry or request, (ii) the delivery by the Company or the License Subsidiaries of any non-public information in connection with an Alternative Proposal or the granting of access by the Company or the License Subsidiaries to the properties, books or records of the Company or the License Subsidiaries by any Person that has made an Alternative Proposal. Such notice shall be in writing and shall indicate, to the extent not prohibited by the terms of any confidentiality agreement, the identity of the Person making any such Alternative Proposal, Inquiry or request, offeror and (iii) shall also indicate all the material terms and conditions of such Alternative Proposal proposal, inquiry or potential Alternative Proposal or the nature of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary of the material terms of such Alternative Proposal, if oral, and (2) copies of all written requests, proposals, correspondence or offer, including proposed agreements received by such Securityholder or any of its Representatives; and contract. (c) keep Parent reasonably informed on a reasonably current basisNotwithstanding any other provision of this Agreement, or upon Parent’s reasonable request, the Company agrees that it will not nor will any License Subsidiary (i) of the status and material terms of (including amendments or revisions or proposed amendments or revisions to) each such enter into a definitive agreement relating to an Alternative Proposal unless such definitive agreement shall provide for an obligation by the Company to pay the Break-Up Payment at the time provided in Section 8.2(b) or potential Alternative Proposal, and (ii) as consummate any Alternative Proposal unless concurrent with such consummation of the Break-Up Payment is paid to the nature of any information requested of such Securityholder Parent in accordance with respect theretoSection 8.2(b).

No Solicitation of Alternative Proposals. Section 4.1 (a) The Securityholder (in such Securityholder’s capacity as such) shallCompany represents and warrants that it has terminated, and shall cause caused its AffiliatesSubsidiaries and affiliates, and its and their respective officers, directors, managers employees, investment bankers, attorneys, accountants and other advisors or employeesrepresentatives to terminate, any discussions or negotiations relating to, or that could reasonably be expected to lead to, any Alternative Proposal. Except as permitted by this Agreement, the Company shall not, and shall instruct not authorize or permit any Subsidiary or any of its and or their respective accountantsofficers, consultants, legal counseldirectors or employees or any investment banker, financial advisorsadvisor, agents and attorney, accountant or other representatives to: (a) immediately cease representative retained by the Company or any existing solicitations, discussions or negotiations with any Persons that may be ongoing with respect to any Inquiry and (b) not, and not publicly announce any intention Subsidiary to, directly or indirectly, (i) solicit, initiate, knowingly initiate or encourage or facilitate any Inquiry (it being understood and agreed that answering unsolicited phone calls shall not be deemed to “facilitate” for purposes ofincluding by way of furnishing non-public information), or otherwise constitute a violation oftake any other action to facilitate, this Section 4.1)any inquiries, discussions or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Proposal, (ii) furnish non-public information to participate in any Person discussions or negotiations, or otherwise communicate in connection any way with an Inquiry or any person regarding an Alternative Proposal or (iii) enter intointo any agreement, continue arrangement or otherwise understanding regarding an Alternative Proposal or requiring it to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any Subsidiary or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any Subsidiary shall be deemed to be a breach of this Section 6.2 by the Company. Notwithstanding the foregoing, at any time prior to the Closing Date, in response to an unsolicited Superior Proposal that did not result from a breach of this Section 6.2, the Company may (x) furnish non-public information with respect to the Company and Subsidiaries to the person who made such Superior Proposal pursuant to a customary confidentiality agreement and (y) participate in any discussions or negotiations with such person regarding such Superior Proposal, if the Board of Directors determines in good faith (based on the advice of its outside legal counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law. (b) The Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchasers, its approval or recommendation of this Agreement, (ii) approve or recommend, or propose to approve or recommend, any Person with respect Alternative Proposal, (iii) approve or recommend, or propose to approve or recommend, or execute or enter into a letter of intent, agreement in principle, definitive agreement or other agreement relating to an Inquiry Alternative Proposal (other than a confidentiality agreement described in the last sentence of Section 6.2(a) hereof), or an Alternative Proposal(iv) resolve to do any of the foregoing. Notwithstanding the foregoing, the Board of Directors may withdraw or modify, in a manner adverse to the Purchasers, its approval or recommendation of this Agreement if, in response to a Superior Proposal that has not been withdrawn and that did not otherwise result from a breach of this Section 6.2, the Board of Directors shall have determined in good faith (based on advice of its outside legal counsel) that failing to take such action would constitute a breach of its fiduciary duties under applicable law; provided, however, that prior to taking any such action, the Company shall have given the Purchasers at least forty-eight (48) hours written notice of the Board of Directors' intention to take such action and the opportunity to meet with the Company, its financial advisors and its legal counsel. Section 4.2 (c) The Securityholder Company shall (a) notify Parent reasonably promptly (but and in no any event more than twenty-four (24) within 24 hours) following such Securityholder’s receipt advise the Purchasers orally and in writing of any Alternative Proposal (including any amendments or proposed amendments thereof), or any Inquiry request or request for non-public information relating to inquiry received by the Company or any Company Subsidiary by any Person who has made with respect to, or that could reasonably be expected to make any lead to, an Alternative Proposal, (b) advise Parent including, in writing of (i) the receipt of such Alternative Proposaleach case, Inquiry or request, (ii) the identity of the Person person making any such Alternative Proposal, Inquiry request or request, inquiry and (iii) the terms and conditions of such Alternative Proposal thereof, and shall provide to the Purchasers any written materials received by the Company or potential Alternative Proposal or any Subsidiary in connection therewith. The Company shall keep the nature Purchasers fully informed of the information requested, (iv) as reasonably promptly as practicable provide to Parent: (1) a copy of such Alternative Proposal or potential Alternative Proposal, if in writing, or a written summary status of the material terms of discussions related to such Alternative Proposal, if oralrequest or inquiry, including, without limitation, by promptly (and (2in any event within 12 hours) copies of providing the Purchasers with all written requests, proposals, correspondence or offer, including proposed agreements received by materials that it receives in connection with any such Securityholder or Alternative Proposal. The Company agrees not to release any of its Representatives; and (c) keep Parent reasonably informed on a reasonably current basisperson from, or upon Parent’s reasonable requestwaive any provisions of, any confidentiality or standstill agreement to which the Company is a party. (d) Notwithstanding any other provision of this Agreement, the Company agrees that it will not (i) enter into any definitive agreement, letter of the status and material terms of (including amendments intent or revisions or proposed amendments or revisions to) each such agreement in principle relating to an Alternative Proposal unless such definitive agreement, letter of intent or potential Alternative Proposalagreement in principle shall provide for an obligation by the Company to pay the Break-up Fee and Expense Reimbursement Fee, not theretofore paid to the Purchasers pursuant to and in accordance with Section 8.2 or (ii) as consummate any Alternative Proposal unless there shall be paid the Break-up Fee and Expense Reimbursement Fee, not theretofore paid to the nature of any information requested of such Securityholder Purchasers, pursuant to and in accordance with respect theretoSection 8.2.