Common use of Superior Transaction Clause in Contracts

Superior Transaction. (a) Notwithstanding any other provision of this Support Agreement, the Companies are only permitted to negotiate a bona fide, unsolicited proposal and to enter into a transaction in respect of any such proposal, if the Boards, following receipt of advice from legal and financial advisors, determine that such proposal would reasonably be expected to result in a Superior Transaction. (b) The Companies shall, subject to any confidentiality agreements in effect as of the date hereof, provide the Advisors with prompt (and in any event within two (2) Business Days of receipt by the Companies) disclosure, at first orally and thereafter in writing, of any proposal regarding a transaction that is an alternative to the Recapitalization Transaction (a “Transaction Proposal”) of which the Companies or any of their representatives are or become aware, any request for discussions or negotiations in connection with a Transaction Proposal, or any other request for non-public information relating to the Companies in connection with any Transaction Proposal, or for access to the books or records of the Companies by any person that informs the Companies that it is considering making, or has made, a proposal with respect to any Transaction Proposal and any amendments thereto. The Advisors may in turn disclose such information to Canso, to the extent it is subject at such time to a confidentiality agreement with the Companies. Subject to the foregoing, the Companies shall provide Canso and the Advisors with a copy of any Transaction Proposal promptly following receipt thereof (and in any event within two (2) Business Days of receipt by the Companies). The Companies shall keep the Advisors and Canso (for so long as it is party to a confidentiality agreement with the Companies) informed of the status and of any change to the material terms of any such Transaction Proposal.

Superior Transaction. (a) Notwithstanding any other provision of this Support Agreement, the Companies are only permitted to negotiate a bona fide, unsolicited proposal and to enter into a transaction in respect of any such proposal, if the Boards, following receipt of advice from legal and financial advisors, determine that such proposal would reasonably be expected to result in a Superior Transaction. (b) The Companies shall, subject to any confidentiality agreements in effect as of the date hereof, provide the Advisors with prompt (and in any event within two (2) Business Days of receipt by the Companies) disclosure, at first orally and thereafter in writing, of any proposal regarding a transaction that is an alternative to the Recapitalization Transaction (a “Transaction Proposal”) of which the Companies or any of their representatives are or become aware, any request for discussions or negotiations in connection with a Transaction Proposal, or any other request for non-public information relating to the Companies in connection with any Transaction Proposal, or for access to the books or records of the Companies by any person that informs the Companies that it is considering making, or has made, a proposal with respect to any Transaction Proposal and any amendments thereto. The Advisors may in turn disclose such information to Canso, to those of the extent it is subject at such time to a Supporting Second Lien Noteholders which have entered into confidentiality agreement agreements with the Companies. Subject to the foregoing, the Companies shall provide Canso such Supporting Second Lien Noteholders and the Advisors with a copy of any Transaction Proposal promptly following receipt thereof (and in any event within two (2) Business Days of receipt by the Companies). The Companies shall keep the Advisors and Canso any such Supporting Second Lien Noteholders (for so long as it is they are party to a confidentiality agreement with the Companies) informed of the status and of any change to the material terms of any such Transaction Proposal.