Common use of Other Offers, etc Clause in Contracts

Other Offers, etc. (a) The Company agrees that neither it nor any of its Subsidiaries nor any Representative of it or any such Subsidiary will, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action designed to, or that could reasonably be expected to, facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) for, or that could reasonably be expected to lead to, a Competing Transaction (as defined below), or (ii) enter into or maintain or continue discussions or negotiations with any Person for the intended purpose of facilitating such inquiries or the making of such a proposal or offer, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other contract, agreement or commitment providing for or otherwise relating to any Competing Transaction (other than a confidentiality agreement pursuant to the terms and conditions of Section 8.2(b)), or (iv) authorize or permit any Representative of the Company or any of its Subsidiaries to take any such action. The Company shall notify Parent as promptly as practicable (and in any event within twenty-four (24) hours) after the Company receives any bona fide oral or written proposal or offer for a Competing Transaction, specifying the material terms and conditions thereof and the identity of the party making such proposal or offer, and shall furnish to Parent a copy of such proposal or offer (if it is in writing). The Company shall thereafter keep Parent fully informed on a prompt basis of the status thereof, including any modifications to the financial or other material terms of such proposal or offer and shall provide to Parent as soon as practicable after receipt or delivery thereof, copies of all correspondence and other written communications received by the Company or any of its Subsidiaries from any Person, or given by the Company or any of its Subsidiaries to any Person, that relates to any such proposal or offer (which shall include correspondence and other communications to or from the Information Buyer). The Company immediately shall cease and cause to be terminated, and shall cause its Subsidiaries and its and their respective Representatives to cease and cause to be terminated, all discussions or negotiations (whether or not existing as of the date hereof) with any Person conducted heretofore with respect to a Competing Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 8.2(a) by any Representative of the Company or its Subsidiaries shall be a breach of this Section 8.2(a) by the Company. Notwithstanding the aforementioned, nothing contained in this Section 8.2 shall prohibit the Company and its Representatives from taking any action with respect to the negotiation, execution and consummation of the Information Restructuring in accordance with the terms of the Information Documents.

Other Offers, etc. (a) The On September 2, 2007, at 11:59 P.M. (the "No-Shop Period Start Date"), the Company agrees that neither it nor any shall and shall cause each of its Subsidiaries, and shall use its reasonable best efforts to cause its and its Subsidiaries' respective directors, officers, employees, legal counsel, investment banking and financial advisors, independent accountants and any other agents and representatives (collectively, "Representatives") to, cease any negotiations that may be ongoing immediately prior to the No-Shop Period Start Date with any Person with respect to a Takeover Proposal, other than any negotiations with an Excluded Party, and request, not later than five (5) days following the No-Shop Period Start Date, the prompt return or written acknowledgement of destruction of all confidential information previously furnished to such parties or their Representatives other than an Excluded Party. During the period from the No-Shop Period Start Date until the Effective Time, or such earlier date as this Agreement may be terminated in accordance with its terms, the Company and its Subsidiaries nor any Representative of it or any such Subsidiary willshall not, directly or indirectlyand the Company shall use its reasonable best efforts to cause its and its Subsidiaries' Representatives not to, (i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information)providing information or access to its properties, books, records or personnel) the submission of any inquiries, proposals, or take offers or any other action designed toefforts or attempts that constitute, or that could reasonably be expected to, facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) for, or that could reasonably be expected to lead to, a Competing Transaction (as defined below)any Takeover Proposal, or (ii) enter into except to inform Persons of the existence of the provisions contained in this Section 4.2, participate in or maintain otherwise cooperate with or continue assist in any discussions or negotiations with with, or furnish any non-public information to, any Person for the intended purpose of facilitating such inquiries regarding any inquiries, proposals, or the making of such offers or any other efforts or attempts that constitute, or may reasonably be expected to lead to a proposal or offerTakeover Proposal, or (iii) agree to, approve, endorse grant any release or recommend waiver under any Competing Transaction standstill or enter into any letter of intent or other contract, similar agreement or commitment providing for or otherwise relating to any Competing Transaction (other than a confidentiality agreement pursuant to the terms and conditions of Section 8.2(b)), or (iv) authorize or permit any Representative of the Company or any of its Subsidiaries Subsidiaries; provided that the foregoing restrictions shall not (x) limit in any respect the ability of the Company and its Representatives to take any such action. The Company shall notify Parent as promptly as practicable of the actions described in clause (and in any event within twentyi) or (ii) above prior to the commencement of the No-four Shop Period Start Date (24) hours) after provided that the Company receives enters into an Acceptable Confidentiality Agreement with such Person prior to providing any bona fide oral or written proposal or offer for a Competing Transaction, specifying the material terms non-public information and conditions thereof and the identity of the party making such proposal or offer, and shall furnish promptly provides to Parent a copy of such proposal or offer (if it is in writing). The Company shall thereafter keep Parent fully informed on a prompt basis of the status thereof, including any modifications to the financial or other material terms of such proposal or offer and shall provide to Parent as soon as practicable after receipt or delivery thereof, copies of all correspondence and other written communications received by the Company or any of its Subsidiaries from any Person, or given by the Company or any of its Subsidiaries to any Person, that relates to any such proposal or offer (which shall include correspondence and other communications to or from the Information Buyer). The Company immediately shall cease and cause to be terminated, and shall cause its Subsidiaries and its and their respective Representatives to cease and cause to be terminated, all discussions or negotiations (whether or not existing as of the date hereof) with any Person conducted heretofore with respect to a Competing Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 8.2(a) by any Representative of non-public information concerning the Company or its Subsidiaries shall that is provided to any such Person which was not previously provided to Parent) or (y) be a breach applicable to any Excluded Party; and provided, further, that (1) prior to the commencement of this Section 8.2(a) the No-Shop Period Start Date, if requested to do so by any Person, the Company. Notwithstanding Company may waive the aforementioned, nothing contained in this Section 8.2 shall prohibit provisions of any "standstill" agreement between the Company and its Representatives from taking any action such Person to the extent necessary to permit such Person to submit a Takeover Proposal and (2) to the extent reasonably required to evaluate a Takeover Proposal that includes the issuance of securities by the Person making such Takeover Proposal, the Company may enter into a customary confidentiality agreement in order to obtain non-public information with respect to such Person. For purposes of this Agreement, the negotiation, execution and consummation of the Information Restructuring in accordance with the terms of the Information Documents.term "

Other Offers, etc. (a) The Company agrees that neither No Province Entity shall, nor shall it nor authorize or permit any of its Subsidiaries nor any Representative of it Affiliates or any such Subsidiary willRepresentatives to, directly or indirectly, indirectly (i) solicit, initiate initiate, encourage, facilitate or knowingly encourage induce (including by way of furnishing information) the making, submission or announcement of any Acquisition Proposal, (ii) initiate or participate in any discussions or negotiations regarding, or furnish to any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) any nonpublic information)information with respect to, or take any other action designed to, or that could reasonably be expected to, facilitate, to facilitate any inquiries or the making of any proposal that constitutes or offer (including, without limitation, any proposal or offer to its stockholders) for, or that could may reasonably be expected to lead to, a Competing Transaction (as defined below)any Acquisition Proposal, or (ii) enter into or maintain or continue discussions or negotiations with any Person for the intended purpose of facilitating such inquiries or the making of such a proposal or offer, or (iii) agree tosubject to Section 8.2(c), approve, endorse or recommend any Competing Acquisition Proposal including waiving any provision of or amending the terms of Province Rights Agreement or granting any waiver or release under any standstill or any similar agreement with respect to any class of Province’s equity securities, or (iv) enter into any agreement, arrangement or understanding with respect to any Acquisition Transaction or enter into any letter of intent agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other contracttransaction contemplated by this Agreement; provided however, agreement that this Section 8.2(a) shall not prohibit a Province Entity from, at any time prior to obtaining Province Stockholder Approval, furnishing nonpublic information regarding any Province Entity to, or commitment providing for or otherwise relating to any Competing Transaction (other than entering into a confidentiality agreement pursuant to the terms and conditions of Section 8.2(b)), or (iv) authorize or permit any Representative of the Company or any of its Subsidiaries to take any such action. The Company shall notify Parent as promptly as practicable (and in any event within twenty-four (24) hours) after the Company receives any bona fide oral or written proposal or offer for a Competing Transaction, specifying the material terms and conditions thereof and the identity of the party making such proposal or offer, and shall furnish to Parent a copy of such proposal or offer (if it is in writing). The Company shall thereafter keep Parent fully informed on a prompt basis of the status thereof, including any modifications to the financial or other material terms of such proposal or offer and shall provide to Parent as soon as practicable after receipt or delivery thereof, copies of all correspondence and other written communications received by the Company or any of its Subsidiaries from any Person, or given by the Company or any of its Subsidiaries to any Person, that relates to any such proposal or offer (which shall include correspondence and other communications to or from the Information Buyer). The Company immediately shall cease and cause to be terminated, and shall cause its Subsidiaries and its and their respective Representatives to cease and cause to be terminated, all discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited, written Acquisition Proposal submitted by such Person or Group (whether or and not existing as of withdrawn) if (A) such Acquisition Proposal was not solicited after the date hereof) with of this Agreement, was made after the date of this Agreement and no Province Entity or Representative or Affiliate thereof shall have violated any Person conducted heretofore with respect to a Competing Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 8.2(a8.2, (B) the Board of Directors of Province determines in its good faith judgment (after receiving the advice of outside legal counsel and Province Financial Advisor or any other financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors of Province concludes in good faith, after consultation with its outside legal counsel, that such action is required by any Representative of its fiduciary duties, as such duties would exist in the Company or its Subsidiaries shall be a breach absence of this Section 8.2(a) by the Company. Notwithstanding the aforementioned8.2, nothing contained in this Section 8.2 shall prohibit the Company and its Representatives from taking any action with respect to the negotiationstockholders of Province under applicable Law, execution and consummation (D) (1) at least forty-eight hours prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person or Group, Province gives LifePoint written notice of the Information Restructuring in accordance with identity of such Person or Group, the terms of the Information DocumentsSuperior Proposal and of Province’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person or Group, and (2) Province receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing Party than the terms of the Confidentiality Agreement and (E) contemporaneously with furnishing any such nonpublic information to such Person or Group, Province furnishes such nonpublic information to LifePoint (to the extent such nonpublic information has not been previously furnished by Province to LifePoint). In addition to the foregoing, Province shall provide LifePoint with at least forty-eight hours prior written notice of a meeting of the Board of Directors of Province at which meeting the Board of Directors of Province is reasonably expected to consider any Acquisition Proposal and together with such notice a copy of the most recently proposed documentation relating to such Acquisition Proposal; provided further that Province hereby agrees promptly to provide to LifePoint any documentation relating to such Acquisition Proposal.