Pre-Closing Exclusivity Sample Clauses

Pre-Closing Exclusivity. From the date hereof until the expiration of the Diligence Period, the Company shall not, and shall cause its Subsidiaries not to, enter into a definitive agreement relating to the acquisition of the Company or its Subsidiaries, or any portion of their businesses (whether by merger, stock sale, asset sale or otherwise) or relating to the issuance of equity by the Company or its Subsidiaries (each a “Competing Transaction”) other than the transactions expressly contemplated by this Agreement (subject to other restrictions applicable to the Company or any of its Subsidiaries under any other contract to which the Company or any of its Subsidiaries is party or by which their respective properties are bound). The Company shall promptly inform the Commitment Parties in the event the Company or any of its Affiliates or Representatives receives any proposal or offer in writing that could reasonably be expected to lead to a transaction relating to the acquisition of the Company or its Subsidiaries, or any material portion of their businesses or any debt or equity of the Company or its Subsidiaries.

Pre-Closing Exclusivity. (a) From the date hereof until the earlier of (x) the 2020 Commitment Closing, (y) the termination of the obligations of the Backstop Parties pursuant to Section 9.18(f), or (z) the termination of this Agreement in accordance with Article VIII (provided, that, in the case of clause (y) and (z), with respect to any termination, the primary cause of which is the material breach by the Company of any of its representation, warranties, covenants or other agreements contained in this Agreement, the obligations under this Section 5.2 shall extend until 180 days following the earlier of termination of this Agreement or Closing), (i) the Company shall not, and shall instruct its Affiliates and Representatives not to, directly or indirectly, initiate, solicit, facilitate, encourage, discuss, negotiate, endorse, engage in, enter into or accept any discussions, negotiations, proposals, inquiries, offers or agreements with any Person (other than the Commitment Parties, Oaktree and their Representatives pursuant to this Agreement) relating to the acquisition of the Company or its Subsidiaries, or greater than 20% of their businesses (whether by merger, stock sale, asset sale or otherwise), or, except pursuant to the Series A Preferred Exchange Agreement or the Rights Offering Agreement, relating to the issuance of (A) equity (other than Common Stock as incentive compensation or to the extent the proceeds thereof are used (1) to maintain the Company’s solvency (as reasonably determined by the Board as of the date of issuance) or to avoid a default under any bona-fide credit agreement to which the Company or any of its Subsidiaries are subject (e.g., an equity cure) with any lender or (2) for purposes of Section 7(a)(iv) of the Series B-1 COD, Section 7(a)(iv) of the Series B-2 COD or, from and after the Closing, Section 7(a)(iv) of the Series B-3 COD) or (B) debt (other than the refinancing of the Credit Agreement in full; provided that (1) the original principal amount of such refinanced debt does not exceed the aggregate amounts outstanding under the Credit Agreement as of the time such refinanced debt is incurred and (2) the terms of such refinanced debt are no more restrictive to the Company’s ability to make cash dividend payments, liquidation payments or redemption payments with respect to the Series B-3 Preferred Stock as the terms contained in the Credit Agreement in effect on the date hereof) by the Company or its Subsidiaries, (ii) the Company shall, and shall...