Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Merger Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, each of the Company Group Companies and its Subsidiaries Shareholders shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the such Group Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiariessuch Group Company, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the each Group Company shall, and shall instruct its officers and directors to, and the such Group Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror SPAC and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Amalgamation Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XII, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.

Alternative Proposals. From the date hereof until the Share Exchange Acquisition Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIXI, PubCo, Merger Sub 1, Merger Sub 2 and the Company shall not (and the Company shall cause its Subsidiaries shall notnot to), and none of them shall direct its controlled, controlling and common control Affiliates, and its and permit any of their respective Representatives not to, directly or indirectly, (a) solicit, initiate initiate, facilitate or pursue encourage any inquiryinquiries, indication proposals, indications of interestinterest or offers that constitute, proposal or offer relating that would reasonably be expected to constitute or lead to, an Alternative Proposal, (b) engage in, continue or otherwise participate in or continue any discussions or negotiations with any third third-party with respect toregarding an Alternative Proposal, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third third-party relating to an Alternative Proposal non-public information or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct direct its officers Subsidiaries and directors to, controlled Affiliates and the Company shall instruct and cause its Representatives, Subsidiaries and their respective officers, directors and Representatives to, immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror Acquiror, Sponsor and its their Representatives) with respect to an Alternative Proposal.

Alternative Proposals. (a) From the date hereof until the Share Exchange Closing Date orthrough Closing, if earlier, the termination without limiting any of its other obligations under this Agreement in accordance with Article XIIPurchase Agreement, the Company agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall direct and cause its and its Subsidiaries shall notsubsidiaries' employees, agents and shall direct representatives (including any investment banker, attorney or accountant retained by it or any of its controlled, controlling and common control Affiliates, and its and their respective Representatives subsidiaries) not to, directly or indirectly, (a) initiate, solicit, initiate encourage or pursue otherwise facilitate (including by way of furnishing information) any inquiry, indication inquiries or the making of interest, any proposal or offer (including an offer to shareholders of the Company) for, or a transaction with respect to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its subsidiaries, (ii) any purchase or sale of all or any significant portion of the assets or 10% or more of the voting securities of it or any of its subsidiaries or (iii) any other transaction that constitutes a "Capital Event" as defined in the Company Credit Agreement (in each case other than the transactions contemplated hereby) (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"). The Company further agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall direct and cause its and its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person (other than Investor) relating to an Alternative Proposal, (b) participate or engage in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal or accept an Alternative Proposal. Notwithstanding the foregoing, the Company or its Board of Directors shall be permitted to (cA) enter into any binding understandingto the extent applicable, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement comply with respect Rule 14e-2(a) promulgated under the Exchange Act with regard to an Alternative Proposal, or (dB) grant engage in any waiverdiscussions or negotiations with, amendment or release provide any information to, any Person in response to an unsolicited bona fide written Alternative Proposal by any such Person, if and only to the extent that, in the case of the actions referred to in clause (B), (i) the Special Meeting shall not have occurred, (ii) the Board of Directors of the Company concludes in good faith, after consultation with its financial advisors and outside legal advisors, that (x) such Alternative Proposal would be reasonably likely to result in a Superior Proposal and (y) as a result of such Alternative Proposal, such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law, and (iii) prior to providing any information or data to any Person in connection with an Alternative Proposal by any such Person, the Board of Directors of the Company receives from such Person an executed confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person on terms no less favorable to make, the Company than those contained in the confidentiality agreement with the Investor. In the event an Alternative Proposal. From and after the date hereofProposal is made, the Company shall, and shall instruct its officers and directors to, and Board of Directors of the Company shall instruct promptly notify Investor of receipt of such proposal, together with the name of such Person and cause its Representativesthe material terms and conditions of any proposals or offers. The Company agrees that it will keep Investor informed, Subsidiaries on a current basis, of the general status and their respective Representatives to, terms of any such proposals or offers and the general status of any such discussions or negotiations. The Company agrees that it will immediately cease and terminate all cause to be terminated any existing activities, discussions and or negotiations with any Persons (other than Acquiror and its Representatives) parties conducted heretofore with respect to an any Alternative ProposalProposal or similar transaction or arrangement. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.8 of the obligations undertaken in this Section 5.8. Nothing in this Section 5.8 shall (x) permit the Company to terminate this Purchase Agreement (except as specifically provided in Article 9 hereof) or (y) affect any other obligation of the Company under this Purchase Agreement.

Alternative Proposals. From the date hereof until the Share Exchange Closing Date or, if earlier, the termination of this Agreement in accordance with Article XIIX, the Company and its Subsidiaries shall not, and shall direct its controlled, controlling and common control Affiliates, and its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate or pursue any inquiry, indication of interest, proposal or offer relating to an Alternative Proposal, (b) participate in or continue any discussions or negotiations with any third party with respect to, or furnish or make available, any information concerning the Company or any of its Subsidiaries to any third party relating to an Alternative Proposal or provide to any third-party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case for the purpose of encouraging or facilitating an Alternative Proposal, or (c) enter into any binding understanding, binding arrangement, acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement with respect to an Alternative Proposal, or (d) grant any waiver, amendment or release under any confidentiality agreement or otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make, an Alternative Proposal. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its Representatives, Subsidiaries and their respective Representatives to, to immediately cease and terminate all discussions and negotiations with any Persons (other than Acquiror and its Representatives) with respect to an Alternative Proposal.