Common use of No Solicitation of Alternative Proposals Clause in Contracts

No Solicitation of Alternative Proposals. (a) Except as expressly permitted in writing by the Investors, from and after the date of this Agreement, none of the Companies shall authorize or permit any of their Subsidiaries or any of the Companies' or the Subsidiaries' directors, officers, employees, representatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representative retained by any of them) (all such parties, "Representatives"), directly or indirectly, to (i) solicit, initiate, or take any other action designed to solicit proposals that constitutes, or would be reasonably expected to lead to, a proposal or offer for a restructuring transaction pursuant to a plan of reorganization, merger, consolidation, transfer or exchange of shares, debt refinancing or similar transaction involving the Companies (collectively, an "Alternative Proposal"), (ii) participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposal, or (iii) enter into any letter of intent, agreement in principle, acquisition agreement or 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 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 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 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 under the Bankruptcy Code. No Person considering making an Alternative Proposal shall be provided non-public information by the Companies unless such Person has executed a confidentiality agreement with terms that are materially no less favorable to the 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").

No Solicitation of Alternative Proposals. (a) Except as expressly permitted in writing by the InvestorsAcquiror, from and after the date of this Agreement, none of the Companies Company shall not authorize or permit any of their the License Subsidiaries or any of the Companies' Company’s or the License Subsidiaries' ’ respective directors, officers, employees, representatives, agents and advisors (including any investment banker, other financial advisor, attorney, accountant or other representative retained by any of them) (all such parties, "“Representatives"”), directly or indirectly, including by cooperating with the Creditors’ Committee, to (i) solicit, initiate, or take any other action designed to solicit proposals any proposal that constitutes, or would be reasonably expected to lead to, a proposal or offer for a restructuring transaction pursuant to a plan of reorganization, merger, consolidation, transfer business combination, dissolution, recapitalization, transfer, exchange or exchange issuance of shares, debt refinancing refinancing, sale of assets or similar transaction involving the Companies Company, any of the License Subsidiaries or any of the FCC Licenses (collectively, an "“Alternative Proposal"”), (ii) participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders Creditors Committee concerning an Alternative Proposal, or (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal. Upon execution of this Agreement, each of the Companies Company and the License Subsidiaries shall immediately cease any existing activities, discussions or negotiations with any 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 Companies 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 is considering making, or has made, after the date hereof, an unsolicited bona fide Alternative ProposalProposal in writing. In addition, none of the Companies 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 CompaniesCompany, if in the good faith opinion determination of Pinnacle's the Board of Directors (in consultation with its financial advisors) such Alternative Proposal Proposal, together with the value of any other net assets available for stakeholders, provides a higher transaction value to the Companies stakeholders of the Company than the sum of (a) Purchase Price and (b) the value of the transaction provided in this Agreement Opco and that Pinnacle's the Board of Directors reasonably determines in good faith (after consultation with outside legal counsel) that they are required it is advisable to authorize such actions by their in order to comply with its fiduciary duties or under the Bankruptcy Code. No Person considering making an Alternative Proposal shall be provided non-public information by the Companies Company unless such Person has executed a confidentiality agreement with terms that are materially no less favorable to the Companies Company than those contained in the Confidentiality Non-Disclosure Agreement between Fortress the Parent and the Companies Company dated August 21May 19, 2001 1999 (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"”).

No Solicitation of Alternative Proposals. (a) Except as otherwise expressly permitted provided by this Section 6.2 and except and only to the extent that the Board of Directors determines in writing by good faith that it is necessary or desirable to authorize such actions in connection with the Investorsadministration 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 AgreementAgreement until the earlier of (x) the Closing Date and (y) the termination of this Agreement in accordance with section 8.1, none of the Companies Company shall authorize or not authorize, and shall not permit any of their its Subsidiaries or any of the Companies' Company's or the Subsidiaries' directors, officers, employees, representatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representative retained by any of themthem or acting on their behalf) (all such partiesPersons, "Representatives"), directly or indirectly, to (i) solicit, initiate, or take any other action designed to solicit proposals that constitutes, or would be reasonably expected to lead to, a proposal or offer for a restructuring transaction pursuant to or a plan of reorganization, merger, consolidation, transfer or exchange of shares, issuance of equity securities (or securities convertible into equity securities), debt refinancing refinancing, sale of a material portion of the assets of the Debtors (except in connection with the Store Closing Program and with respect to the items described in Section 6.1(d) of the Company Disclosure Schedule) or similar transaction involving the Companies Debtors (collectively, an "Alternative Proposal"), (ii) participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposal, or (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal. Upon execution of this AgreementProposal or (iv) subject to the following sentence, each of the Companies and the Subsidiaries shall immediately cease furnish any existing activities, discussions or negotiations with any parties heretofore conducted with respect to any Alternative Proposalnonpublic information. Notwithstanding anything to the contrary that may be set forth in the foregoing, none of the Companies Company or any of their 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, made in writing an unsolicited bona fide Alternative ProposalProposal 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 Companies Company or any of their its 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 CompaniesCompany, if in the good faith opinion of Pinnacle's the Board of Directors (in consultation with its financial advisorsadvisors and outside legal counsel) such Alternative Proposal provides a higher transaction value or is otherwise more favorable to the Companies Company than and its creditors the value of the transaction provided in transactions contemplated by this Agreement and that Pinnacle's the Board of Directors reasonably determines believes in good faith (after consultation with outside legal counsel) that they are required the failure to authorize such actions by their would be inconsistent with its fiduciary duties or under any applicable Law, including the Bankruptcy Code; provided that no such action shall be authorized unless (i) the Company shall have delivered the notice with respect to such Alternative 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 Companies Company unless such Person has executed a customary confidentiality agreement; provided that such confidentiality agreement with terms that are materially no less favorable to shall not prohibit the 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"Company from delivering any notice required by Section 6.2(b).

No Solicitation of Alternative Proposals. (aSee page 160) Except as expressly permitted in writing by the InvestorsDow and DuPont have each agreed not to, from and after the date of this Agreement, none of the Companies shall not to authorize or permit any of their Subsidiaries its controlled affiliates or any of the Companies' its or the Subsidiaries' directors, their officers, employeesdirectors or employees to, representatives, agents and advisors (including to use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of them) (all such parties, "Representatives")its controlled affiliates not to, directly or indirectly, to (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to solicit proposals that constitutesfacilitate, any inquiries regarding, or would be reasonably expected to lead tothe making of, a proposal any alternative transaction (as defined on page 160) or offer for a restructuring transaction pursuant to a plan of reorganization, merger, consolidation, transfer or exchange of shares, debt refinancing or similar transaction involving the Companies (collectively, an "Alternative Proposal"), (ii) participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposalnegotiations, or (iii) enter into cooperate in any letter of intent, agreement in principle, acquisition agreement or 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 way with any parties heretofore conducted person (or group of persons), with respect to any Alternative Proposalinquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction, except to notify such person or group of persons as to the existence of the provisions of the merger agreement summarized in this section. Notwithstanding anything to these restrictions, the contrary that may be set forth in 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 merger agreement providing for an Alternative Proposal or recommending any such Alternative Proposal to the creditors and stockholders of the Companiesprovides that, if in the good faith opinion at any time prior to obtaining approval of Pinnacle's Board its stockholders, either Dow or DuPont receives a proposal that its respective 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 directors determines in good faith (after consultation with outside legal counselcounsel and a financial advisor of nationally recognized reputation) constitutes or could reasonably be expected to result in a superior proposal (as defined on page 161) and which did not result from a material breach of the non-solicitation obligations set forth in the merger agreement, then Dow or DuPont, as applicable, may (i) furnish information with respect to itself and its subsidiaries to the person (or group of persons) making such proposal and its representatives pursuant to a customary confidentiality agreement containing terms as to confidentiality generally no less restrictive than the terms of the confidentiality agreement entered into between Dow and DuPont (provided that they are required (x) such information must have been previously provided to authorize such actions by their fiduciary duties the other party or under the Bankruptcy Code. No Person considering making an Alternative Proposal shall must be provided non-public information by to the Companies unless other party prior to or substantially concurrently with the time it is provided to such Person has executed a person and (y) such confidentiality agreement need not contain any “standstill” term) and (ii) participate in discussions or negotiations regarding such proposal with the person (or group of persons) making such proposal and its representatives and financing sources. Dow and DuPont have each also agreed to (i) notify the other party promptly, and in any event within 24 hours of receipt, of any request for information or of any proposal relating to an alternative transaction, the material terms that are materially no less favorable to the Companies than those contained in the Confidentiality Agreement between Fortress and the Companies dated August 21, 2001 conditions of such request or proposal (the "Fortress Confidentiality Agreement"including any changes thereto) and the Confidentiality Agreement between Xxxxxxxxx identity of the person making such request or proposal; (ii) keep the other party reasonably informed of the status and the Companies dated August 21, 2001 details (the "Xxxxxxxxx Confidentiality Agreement," including amendments or proposed amendments) of any such request or proposal on a current basis; and, collectively with the "Fortress Confidentiality Agreement," the "Confidentiality Agreements").

No Solicitation of Alternative Proposals. (a) Except as expressly permitted in writing by the InvestorsSection 6.1(g) hereof, from and after the date of this AgreementAgreement until the earlier of (x) the Closing Date and (y) the termination of this Agreement in accordance with section 8.1, none of subject to the Companies following sentence, the Company shall authorize or not authorize, and shall not permit any of their its Subsidiaries or any of the Companies' Company's or the Subsidiaries' directors, officers, employees, representatives, agents and advisors (including any investment banker, financial advisor, attorney, accountant or other representative retained by any of themthem or acting on their behalf) (all such partiesPersons, "Representatives"), directly or indirectly, to (i) solicit, initiate, or take any other action designed to solicit proposals that constitutes, or would be reasonably expected to lead to, a proposal or offer for a restructuring transaction pursuant to or a plan of reorganization, merger, consolidation, transfer or exchange of shares, debt refinancing issuance of equity securities (or securities convertible into equity securities), a sale of a material portion of the assets of the Debtors (except with respect to the items described in Section 6.1(e) of the Company Disclosure Schedule or in connection with any Store Closing) or similar transaction involving the Companies Debtors, (collectively, an "Alternative Proposal"), (ii) participate in any substantive discussions or negotiations regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposal, or (iii) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal. Upon execution of this Agreement, each of the Companies and the Subsidiaries shall immediately cease Proposal or (iv) furnish any existing activities, discussions or negotiations with any parties heretofore conducted with respect to any Alternative Proposalnonpublic information. Notwithstanding anything to the contrary that may be set forth in the foregoingforegoing sentence, none 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 Companies Bankruptcy Code, the Company or any of their its Representatives will be precluded from providing information to, or discussing may take any of the actions referred to in clauses (ii) and negotiating with, (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, made in writing an unsolicited bona fide Alternative ProposalProposal 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 Companies Company or any of their its 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 CompaniesCompany, if in the good faith opinion of Pinnacle's the Board of Directors (in consultation with its financial advisorsadvisors and outside legal counsel) such Alternative Proposal provides a higher transaction value or is otherwise more favorable to the Companies Company and its creditors than the value of the transaction provided in transactions contemplated by this Agreement and that Pinnacle's the Board of Directors reasonably determines believes in good faith (after consultation with outside legal counsel) that they are required the failure to authorize such actions by their would be inconsistent with its fiduciary duties or under any applicable Law, including the Bankruptcy Code; provided that no such action shall be authorized unless (i) the Company shall have delivered the notice with respect to such Alternative Proposal to the Plan Investor pursuant to Section 6.2(b); (ii) the 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 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; (iii) such Alternative Proposal comports in all respects with the Company's obligations under Schedule 2.19 of the DIP Financing Facility and (iv) the Company pays the fees and expenses of the Plan Investors as provided in Section 8.2. No Person considering making an Alternative Proposal shall be provided non-public information by the Companies Company unless such Person has executed a customary confidentiality agreement; provided that such confidentiality agreement with terms that are materially no less favorable to shall not prohibit the 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"Company from delivering any notice required by Section 6.2(b).

No Solicitation of Alternative Proposals. (a) The Company represents and warrants that it has terminated, and caused its Subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives to terminate, any discussions or negotiations relating to, or that could reasonably be expected to lead to, any Alternative Proposal. Except as expressly permitted in writing by the Investors, from and after the date of this Agreement, none of the Companies Company shall not, and shall not authorize or permit any of their Subsidiaries Subsidiary or any of the Companies' its or the Subsidiaries' directors, their respective officers, employees, representatives, agents and advisors (including directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of them) (all such parties, "Representatives")Subsidiary to, directly or indirectly, to (i) solicit, initiateinitiate or encourage (including by way of furnishing non-public information), or take any other action designed to solicit proposals facilitate, any inquiries, discussions or the making of any proposal that constitutes, or would could reasonably be reasonably expected to lead to, a proposal or offer for a restructuring transaction pursuant to a plan of reorganization, merger, consolidation, transfer or exchange of shares, debt refinancing or similar transaction involving the Companies (collectively, an "Alternative Proposal"), (ii) participate in any substantive discussions or negotiations negotiations, or otherwise communicate in any way with any person regarding any Alternative Proposal, except that discussions or negotiations may be held with, and non-public information provided to, any holders of the Senior Notes or other Persons controlled by such holders concerning an Alternative Proposal, Proposal or (iii) enter into any letter agreement, arrangement or 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 intentthe restrictions set forth in the preceding sentence by any officer, agreement in principledirector or employee of the Company or any Subsidiary or any investment banker, acquisition agreement financial advisor, attorney, accountant or other similar agreement related representative retained by the Company or any Subsidiary shall be deemed to any Alternative Proposal. Upon execution be a breach of this AgreementSection 6.2 by the Company. Notwithstanding the foregoing, each 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 Companies Company may (x) furnish non-public information with respect to the Company and Subsidiaries to the Subsidiaries shall immediately cease any existing activities, person who made such Superior Proposal pursuant to a customary confidentiality agreement and (y) participate in discussions or negotiations with any parties heretofore conducted with respect to any Alternative such person regarding such Superior Proposal. Notwithstanding anything to the contrary that may be set forth in 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 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 based on the advice of its outside legal counsel) that they are required failing to authorize take such actions by their action would constitute a breach of its fiduciary duties or under the Bankruptcy Code. No Person considering making an Alternative Proposal shall be provided non-public information by the Companies unless such Person has executed a confidentiality agreement with terms that are materially no less favorable to the 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")applicable law.