Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. The Company and its directors and executive officers shall not, and the Company will cause its Subsidiaries not to, and the Company shall not authorize or knowingly permit any of its or its Subsidiaries officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, solicit, initiate, encourage, knowingly induce, facilitate or support any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts to inform its Representatives of the restrictions contained in this Section 5.2.

Alternative Transaction. The Company shall not and its directors and executive officers shall not, and will cause the Company will cause its Subsidiaries not to, and the Company shall not authorize or knowingly (i) permit any of its or its Subsidiaries subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, affiliates, attorneys, financial advisors or other agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to (i) to, directly or indirectly, solicit, initiate, encourageseek, endorse, recommend or support, or knowingly induceencourage or facilitate, facilitate or support any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiationsnegotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall and will cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall and will cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable best efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) to which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors Company Subsidiaries or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts to inform its Representatives of the restrictions contained in this Section 5.2.

Alternative Transaction. The Company and its directors and executive officers shall not, and the Company will shall cause its Subsidiaries not to, and the Company shall not authorize or knowingly permit the directors, officers, employees and Representatives of the Company or any of its or its Subsidiaries officersto, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, (i) solicit, initiateinitiate or knowingly facilitate, encourage, knowingly induce, facilitate induce or support encourage any inquiry, inquiries or the making of any proposal or offer from, furnish any non-public information tothat constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiationsnegotiations regarding, or enter into furnish to any agreement with, Person any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d))information with respect to, or (iii) enter into cooperate in any letter of intent or similar document or any contractway that would otherwise reasonably be expected to lead to, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company and its directors and executive officers will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company shall cause and its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Alternative Transaction ProposalProposal and will enforce, and, upon Acquiror’s requestexcept as otherwise prohibited by applicable Law, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) , any confidentiality or standstill agreement (or any similar agreement) to which the Company of or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the foregoing provisions of this subsection by Company or any of the Company’s its Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the restrictions contained obligations undertaken in this Section 5.2.

Alternative Transaction. The Company and its directors and executive officers shall not, and shall cause its Subsidiaries and the Representatives of the Company will cause or any of its Subsidiaries not to, and the Company shall not authorize or knowingly permit any of its or its Subsidiaries officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, (i) solicit, initiateinitiate or knowingly facilitate, encourage, knowingly induce, facilitate induce or support encourage any inquiry, inquiries or the making of any proposal or offer from, furnish any non-public information tothat constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiationsnegotiations regarding, or enter into furnish to any agreement with, Person any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d))information with respect to, or (iii) enter into otherwise cooperate in any letter of intent or similar document or any contractway that would otherwise be expected to lead to, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of the Company or its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Section 6.2(a) by the Company. The Company and its directors and executive officers will, and will cause each of its Subsidiaries and each of the Representatives of the Company shall cause and its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Alternative Transaction Proposal, andand will enforce, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) , any confidentiality or standstill agreement (or any similar agreement) to which the Company of or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of Proposal and shall enforce, to the foregoing fullest extent permitted under applicable Law, the provisions of this subsection any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions terms and provisions thereof in breach of the foregoing, shall be deemed to be a breach by the Companyany court having jurisdiction. The Company shall use will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its commercially reasonable efforts consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the restrictions contained obligations undertaken in this Section 5.26.2.

Alternative Transaction. The From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in this Agreement, the Company and its directors and executive officers shall not, and shall cause the Company will cause its Subsidiaries and the Representatives of the Company or any Company Subsidiary not to, and the Company shall not authorize or knowingly permit any of its or its Subsidiaries officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, (i) solicit, initiateinitiate or knowingly facilitate, encourage, knowingly induce, facilitate induce or support encourage any inquiry, inquiries or the making of any proposal or offer from, furnish any non-public information tothat constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) other than informing Persons of the provisions contained in this Section 6.2, enter into, continue or otherwise participate in any discussions or negotiationsnegotiations regarding, or enter into furnish to any agreement withPerson any information with respect to, or otherwise cooperate in any party or group regarding way that could otherwise reasonably be expected to lead to, any Alternative Transaction (except Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of the Company or the Company Subsidiaries or their respective Representatives shall be deemed to disclose be a breach of this Section 6.2(a) by the existence Company. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and their respective Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Alternative Transaction Proposal of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal6.2. The Company shall, and its directors shall cause each Company Subsidiary and executive officers will, each of the Representatives of the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person conducted heretofore with respect to any Alternative Transaction Proposal, andand shall not modify, upon Acquiror’s requestamend or terminate, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Companywaive, its Subsidiaries release or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers willassign, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) , any confidentiality or standstill agreement (or any similar agreement) to which the Company of or any of its Subsidiaries Company Subsidiary is a party relating to any such Alternative Transaction Proposal. Any breach Proposal and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction; provided, that the Company shall be permitted to waive the standstill agreement set forth in Section 6.2 of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the CompanyCompany Disclosure Letter. The Company shall use will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its commercially reasonable efforts consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any Company Subsidiary. The Company agrees that it will take the necessary steps to promptly inform its Representatives of the restrictions contained obligations undertaken in this Section 5.26.2.

Alternative Transaction. The Company will, and will cause each of its Subsidiaries, officers, directors and executive officers shall notemployees, and the Company will cause use its Subsidiaries not to, and the Company shall not authorize or knowingly permit any of its or its Subsidiaries officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, solicit, initiate, encourage, knowingly induce, facilitate or support any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable best efforts to cause its the Representatives of the Company to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) conducted heretofore with respect to any Alternative Transaction Proposal, Proposal and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished with respect to any such Person with which the Companywhom such activities, its Subsidiaries discussions or Representatives negotiations have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers willbeen terminated, the Company shall cause its Subsidiaries topromptly require such Person to return or destroy, and in accordance with the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach terms of the foregoing provisions applicable confidentiality agreement, any information furnished by or on behalf of this subsection by any of the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall promptly terminate access by any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) to any physical or electronic data rooms relating to any Alternative Transaction Proposal. From and after the date of this Agreement until the earlier to occur of the Offer Acceptance Time and the termination of this Agreement in accordance with Article VII, the Company shall not, and shall cause its Subsidiaries, officers, directors and employees not to, and shall use its commercially reasonable best efforts to inform cause its Representatives not to, directly or indirectly, (i) solicit or initiate, or knowingly induce, facilitate or encourage, any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal except, in each case, prior to 11:59 p.m., Eastern Time, on June 13, 2019 (the “Keep-Shop Expiration Time”), from an Excluded Party (for so long as such Person or group is an Excluded Party) or (iii) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, except in each case as provided herein; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Company and its Representatives may (A) seek to clarify the terms and conditions of any proposal or offer to determine whether such inquiry or proposal would reasonably be expected to lead to a Superior Proposal and (B) inform any Person that makes an Alternative Transaction Proposal of the restrictions contained in imposed by this Section 5.2. Promptly following the execution and delivery of this Agreement, the Company shall deliver to Parent a list of the Excluded Parties and a summary of the material terms of the Alternative Transaction Proposals submitted by such parties.

Alternative Transaction. The Company shall not and its directors and executive officers shall not, and will cause the Company will cause its Subsidiaries not to, and the Company shall not authorize or knowingly (i) permit any of its or its Subsidiaries subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, affiliates, attorneys, financial advisors or other agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to (i) to, directly or indirectly, solicit, initiate, encourageseek, endorse, recommend or support, or knowingly induceencourage or facilitate, facilitate or support any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiationsnegotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall and will cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s Table of Contents request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall and will cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable best efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) to which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors Company Subsidiaries or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts to inform its Representatives of the restrictions contained in this Section 5.2.

Alternative Transaction. The Company agrees that, following the date of this Agreement and its directors and executive officers shall not, prior to the earlier of the Effective Time and the Company termination of this Agreement, it shall not and will cause its Subsidiaries not to, and the Company shall not authorize or knowingly (i) permit any of its or its Subsidiaries Subsidiaries’ officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) to, directly or indirectly, solicit, initiate, encourageseek, endorse, recommend, facilitate, support or knowingly induce, facilitate or support encourage any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise Contract relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall and will cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall and will cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors Subsidiaries or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts to inform its Representatives of the restrictions contained in this Section 5.2.

Alternative Transaction. The Company will, and will cause each of its Subsidiaries, officers, directors and executive officers shall notemployees, and the Company will cause use its Subsidiaries not to, and the Company shall not authorize or knowingly permit any of its or its Subsidiaries officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, solicit, initiate, encourage, knowingly induce, facilitate or support any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable best efforts to cause its the Representatives of the Company to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) conducted heretofore with respect to any Alternative Transaction Proposal, Proposal and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished with respect to any such Person with which the Companywhom such activities, its Subsidiaries discussions or Representatives negotiations have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers willbeen terminated, the Company shall cause its Subsidiaries topromptly require such Person to return or destroy, and in accordance with the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach terms of the foregoing provisions applicable confidentiality agreement, any information furnished by or on behalf of this subsection by any of the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall promptly terminate access by any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) to any physical or electronic data rooms relating to any Alternative Transaction Proposal. From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, the Company shall not, and shall cause its Subsidiaries, officers, directors and employees not to, and shall use its commercially reasonable best efforts to inform cause its Representatives not to, directly or indirectly, (i) solicit or initiate, or knowingly induce, facilitate or encourage, any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal except, in each case, prior to 11:59 p.m., Eastern Time, on June 13, 2019 (the “Keep-Shop Expiration Time”), from an Excluded Party (for so long as such Person or group is an Excluded Party) or (iii) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, except in each case as provided herein; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Company and its Representatives may (A) seek to clarify the terms and conditions of any proposal or offer to determine whether such inquiry or proposal would reasonably be expected to lead to a Superior Proposal and (B) inform any Person that makes an Alternative Transaction Proposal of the restrictions contained in imposed by this Section 5.2. Promptly following the execution and delivery of this Agreement, the Company shall deliver to Parent a list of the Excluded Parties and a summary of the material terms of the Alternative Transaction Proposals submitted by such parties.

Alternative Transaction. The Company From the date hereof until the Closing or the earlier termination of this Agreement pursuant to ‎Section 10.1, except as otherwise permitted by Section 6.1 (including the Internal Reorganization), Clearway and its directors and executive officers the Seller shall not, and beginning after the closing of the Internal Reorganization the Seller shall cause the Company will cause its Subsidiaries not toto (and Clearway, the Seller and the Company shall not authorize or knowingly permit any of its or its Subsidiaries officerstheir respective Representatives to), directorsand Clearway and the Seller shall cause their respective Affiliates (including the Company Entities) (and shall cause the Company Entities to not authorize their respective Representatives to) and equityholders not to, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, take any action to: (a) encourage, solicit, initiateinitiate or facilitate any offer or proposal concerning the sale, encouragemerger, knowingly inducecombination, facilitate joint venture or support other transaction involving all or any inquirypart of the Equity Interests, proposal business or offer from, furnish any non-public information toproperties of the Company Entities, or participate in similar transactions involving any discussions of the Company Entities with any Person or negotiationsgroup (other than the Buyer or any Affiliate, Representative or designee of Buyer) (an “Acquisition Proposal”); (b) recommend for approval or authorize the entry of, or enter into or propose to enter into, any agreement with respect to any Acquisition Proposal or enter into any agreement requiring them to abandon, terminate or fail to consummate the transactions contemplated by this Agreement; or (c) engage, initiate or participate in any way in negotiations or discussion with, or furnish any party or group regarding information to, any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d))Person in connection with, or (iii) enter into the making of any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction proposal that constitute an Acquisition Proposal. The Company Clearway and its directors the Seller shall (and executive officers willshall cause their respective Affiliates, including the Company shall cause its Subsidiaries toEntities, and the Company shall use reasonable efforts to cause its Representatives to, ) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any third parties Persons (other than the Buyer or an Affiliate, Representative or designee of the Buyer) conducted heretofore on or prior to the date hereof with respect to any Alternative Transaction Acquisition Proposal. Without limitation of the foregoing, andprior to the Closing, upon Acquiror’s requestClearway, the Seller and the Company Entities shall request the prompt return or destruction of all any confidential information previously furnished shared in connection with such discussions or negotiations and terminate access to any Person with which data rooms by such Persons and their representatives (other than the CompanyBuyer or an Affiliate, its Subsidiaries Representative or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach designee of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts to inform its Representatives of the restrictions contained in this Section 5.2Buyer).

Alternative Transaction. The Company Companies (including for greater certainty, ABH) shall pursue and its directors support the Recapitalization in good faith and executive officers shall not, directly or indirectly through Relevant Company Personnel, representatives, agents or advisors, solicit any proposal for a recapitalization transaction other than the Recapitalization, provided that this shall not prevent the Companies from receiving any such proposal from a third party and negotiating such proposal with a third party if the Company will cause its Subsidiaries not Companies, on advice of their financial advisors and outside legal counsel and, after considering the interest of the Companies and their respective stakeholders (including the Noteholders as a whole), believe such proposal could reasonably be expected to result in a transaction more favourable to the Companies and their stakeholders (including the Noteholders as a whole) than the Recapitalization (an "Alternative Transaction"). The Companies shall promptly notify the Consenting Noteholders, at first orally and then in writing, of any inquiry that could reasonably be expected to lead to, and or proposal for, an Alternative Transaction received after the Company shall not authorize or knowingly permit date hereof, of which any of its the Companies or its Subsidiaries officersany of their respective directors or officers or representatives, directors, employees, affiliates, attorneys, financial advisors or other agents are or representatives (collectivelybecome aware, “Representatives”) or any amendments to (i) directly the foregoing, or indirectly, solicit, initiate, encourage, knowingly induce, facilitate any request for discussions or support any inquiry, proposal negotiations or offer from, furnish any non-public information torelating to the Companies in connection with any such proposal for an Alternative Transaction, which notice shall include a description of the material terms and conditions of any such proposed Alternative Transaction. The Companies shall also immediately provide each of the Consenting Noteholders with (i) a copy of any written notice or other written communication from any Person informing any of the Companies that it is considering making, or participate has made, a proposal in respect of an Alternative Transaction, (ii) a copy of any discussions such proposal (or negotiationsany amendment thereof) received by the Companies in respect of an Alternative Transaction, or enter into and (iii) such other details of any agreement with, any party or group regarding any such Alternative Transaction (except that the Consenting Noteholders may reasonably request. The Companies shall keep each of the Consenting Noteholders fully informed of the status, including any change to disclose the existence material terms of any such Alternative Transaction. The Companies shall use reasonable efforts to make sure the Relevant Company Personnel, representatives, advisors and agents are aware of the provisions of this Section 5.2), 8 and the Companies shall be responsible for any breach of this Section 8 by any such Person. If the Companies determine in good faith (iiafter consultation with its financial advisors and its outside legal counsel) approve, endorse that it can no longer support or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter Recapitalization and one of the Companies enters into any letter of intent or similar document or any contract, a written agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any an Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers willTransaction, the Company Companies shall cause its Subsidiaries to, promptly provide notice of same to the Consenting Noteholders and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company’s Subsidiaries, directors or executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of the foregoing, Support Agreement shall be deemed to be a breach by the Company. The Company shall use its commercially reasonable efforts to inform its Representatives of the restrictions contained terminated in this accordance with Section 5.29 hereof.