Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. Prior to the Effective Date, the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to the Effective DateTime, the Company SnapGear agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best reasonable efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company SnapGear or any of its Significant Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "“Alternative Proposal"”) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.97.1; and (c) that it will notify Parent CyberGuard immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 7.1 shall prohibit the Board of Directors of the Company SnapGear from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company SnapGear pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (Ai) the Board of Directors of the Company SnapGear determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (Bii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company SnapGear provides written 37 43 notice to Parent CyberGuard to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity entity, and (Ciii) the Company subject to any confidentiality agreement with such person or entity (which SnapGear determined in good faith was required to be executed in order for its Board of Directors to comply with fiduciary duties to stockholders imposed by law), SnapGear keeps Parent promptly CyberGuard informed of the status and all material terms and conditions (not the terms) of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposalnegotiations. Nothing in this Section 8.9 7.1 shall (x) permit the Company SnapGear to terminate this Agreement (except as specifically provided in Article X 9 hereof), (y) permit the Company SnapGear to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company SnapGear shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative ProposalProposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company SnapGear under this Agreement.

Alternative Proposals. Prior to (a) Except as expressly permitted by this Section 5.3, from the Effective date hereof until the Initial Closing Date, the Company agrees shall not, and the Company shall cause its Subsidiaries and their respective Representatives not to, directly or indirectly, (ai) initiate, solicit, knowingly encourage or knowingly take any action that neither it nor would reasonably be expected to encourage or facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to result in, an Alternative Proposal, (ii) participate in any discussions or negotiations with any Person with respect to, or provide any information or data concerning the Company or its Subsidiaries to any Person relating to, any proposal or offer that constitutes, or would reasonably be expected to result in, an Alternative Proposal (other than to state that the Company is not permitted to have discussions), (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.3(b)) relating to an Alternative Proposal (an “Alternative Acquisition Agreement”) or (iv) publicly propose to do any of the actions prohibited by any of clauses (i), (ii) or (iii). Subject to Section 5.3(b), the Company and its Subsidiaries shall, and it and they the Company shall direct instruct and use its and their best commercially reasonable efforts to cause its Subsidiaries and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not Representatives to, initiateimmediately cease any solicitations, solicit discussions or encourage, directly or indirectly, negotiations with any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) Person that may be ongoing with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort inquiry or attempt proposal that may reasonably be expected to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard lead to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term Promptly following execution of this Agreement, the Company shall not enter into request the prompt return or destruction of all confidential information previously furnished to any agreement Person in connection with a potential Alternative Proposal and terminate all physical and electronic dataroom access previously granted to any person that provides for, such Person or in any way facilitates, an Alternative Proposal), his or (z) affect any other obligation of the Company under this Agreementher Representatives.

Alternative Proposals. Upon execution of this Agreement, the --------------------- Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore. Prior to the Effective DateTime, the Company agrees (a) that neither it nor any of its Subsidiaries shallwill, and nor will it and they shall direct and use or any of its and their best efforts to cause its and Subsidiaries permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer Alternative Proposal (includingas defined below) or, without limitationexcept as set forth below, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; . An "Alternative Proposal" means, other than the transactions contemplated hereby and by the Stock Agreement, the receipt by the Company of any inquiries or the making or implementation of any proposal or offer (bincluding without limitation any proposal or offer to its stockholders) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to a merger, acquisition, consolidation or similar transaction involving any purchase of all or any significant portion of the assets of the Company or any of its Subsidiaries or a 10% or more equity interest in the Company by a person or entity that takes a position detrimental to the Merger. Notwithstanding the foregoing, and it will take in the necessary steps event the Company receives an unsolicited written proposal or written offer with respect to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received byan Alternative Proposal, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from shall be entitled, solely to the extent it has been advised (i) furnishing by its outside counsel that a failure to do so would violate its fiduciary obligations under applicable law and (ii) by its financial advisor that the Alternative Proposal is financially superior to the Merger and the transactions contemplated thereby, to review and participate in negotiations concerning such proposal and furnish relevant information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire concerning the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, offeror; provided that (A) the Company shall have furnished, or concurrently with the provision of such information to such offeror shall furnish, Parent with all such information provided to such offeror and (B) the offeror executes a confidentiality agreement with the Company on substantially the same terms as that entered into with Parent. The Company shall notify Parent promptly of any such unsolicited Alternative Proposal, or any inquiry or contact with any person with respect thereto. In addition, in the event the Company (i) enters into negotiations with respect to an unsolicited Alternative Proposal or (ii) the Company's Board of Directors shall withdraw its approval of this Agreement and the transactions contemplated hereby or its recommendation to the stockholders of the Company determines in good faith that such action is required for to approve the Board of Directors to comply with its fiduciary duties to stockholders imposed by lawsame, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, then the Company provides written 37 43 shall immediately deliver an additional notice of such events to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative ProposalParent. Nothing in this Section 8.9 shall 6.1 will (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof)Agreement, (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of for as long as this Agreement remains in effect (it being agreed that during the term of for as long as this AgreementAgreement remains in effect, the Company shall will not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. (a) Prior to the Effective DateTime, the Company agrees (ai) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their its Subsidiaries' respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit solicit, encourage or encouragetake any other action to facilitate, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (includingthat constitutes, without limitationor may reasonably be expected to lead to, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries Alternative Proposal (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal"defined below) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (bii) that it will immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any parties Person conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (ciii) that it will notify Parent immediately Watsxx xxxediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company may, in response to any unsolicited written bona-fide proposal from a third party regarding a Superior Proposal (i) furnishing as defined below), furnish or cause to be furnished information to or entering into to, and engage in discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a mergersuch third party, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and but only to the extent that, if (Av) the Board of Directors of the Company determines in good faith that faith, after consultation with its independent financial and legal advisors to take such action is required for pursuant to the Board exercise of Directors to comply with its fiduciary duties under applicable law; (w) prior to stockholders imposed by lawfurnishing such information to, or entering into discussions or negotiations with such third party, the Company receives from such third party an executed confidentiality agreement with terms no less favorable than those contained in the Confidentiality Agreement (Bas defined herein); (x) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entitythird party, the Company provides written 37 43 notice to Parent to Watsxx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and third party; (Cy) the Company keeps Parent promptly informed provides to Watsxx xxx of the status relevant details relating to all inquiries and all proposals that the Company may receive relating to any of such matters (including the identity of the Person making such inquiry or proposal and the material terms and conditions of any such discussions or negotiations (including identities proposal) and provides Watsxx xxxh copies of parties)all materials delivered to such Person; and (iiz) the Company keeps Watsxx xxxormed of the status of any such discussions or negotiations. Notwithstanding anything to the extent applicablecontrary contained in this Section 5.1, complying with Rule 14e-2 promulgated under in response to the Exchange Act with regard to Company's or its agent's receipt of an unsolicited written bona-fide proposal from any Person regarding an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation its agents may make inquiries to such Person and its agents to clarify questions relating to ambiguities of the Company under this Agreement.terms of such proposal

Alternative Proposals. Prior (a) Subject to the provisions of this Section 8.4, at all times during the period commencing with Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Second Closing Date, the Company agrees (a) that neither it nor any of its Subsidiaries shallshall not, and it shall cause its officers and they directors not to, and shall direct and use its and their reasonable best efforts to cause its and their respective officers, directors, its Subsidiaries’ employees, agents investment bankers, attorneys and other advisors or representatives (includingcollectively with officers and directors of the Company, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries“Representatives”) not to, (i) solicit, initiate, solicit or encourage, directly or indirectlyinduce any inquiry with respect to, any inquiries or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer which would reasonably be expected to its stockholders) with respect lead to a merger, acquisition, consolidation consolidation, tender offer, exchange offer or similar transaction involving, or any proposal or offer to purchase of all or acquire in any significant portion manner (A) assets representing 10% or more of the assets or any equity securities of, of the Company and its Subsidiaries, taken as a whole, (B) an equity interest in 10% or more of the Equity Securities or (C) any of its Subsidiaries other transaction that is or would be an alternative to the transactions contemplated by this Agreement (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative “Acquisition Proposal"”), (ii) enter into, participate, continue or otherwise engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, or provide any person non-public information to any Person (other than the Purchaser, its Affiliates and its respective representatives) with respect to any inquiries regarding, or entity the making of, an Acquisition Proposal or that makes would otherwise reasonably be expected to lead to any Acquisition Proposal, (iii) approve, endorse or proposes recommend any Acquisition Proposal or (iv) enter into or approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to make an unsolicited bona fide proposal to acquire the Acquisition Proposal. The Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, ifshall immediately terminate, and only shall cause its Representatives to the extent thatimmediately terminate, (A) the Board of Directors all discussions or negotiations, if any, that are ongoing as of the Company determines in good faith that such action is required for the Board of Directors to comply date hereof with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement third party with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Acquisition Proposal), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to the Effective DateTime, the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit initiate or encouragesolicit, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholdersStockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.95.1; and (c) that it will notify Parent the other immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 5.1 shall prohibit the Board of Directors of the Company from (iA) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (Ai) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, ; (Bii) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to Watsxx xx the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity entity; and (Ciii) subject to any confidentiality agreement with such person or entity (which the Company determined in good faith was required to be executed in order for its Board of Directors to comply with its fiduciary duties to stockholders imposed by law), the Company keeps Parent promptly informed Watsxx xxxormed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties)negotiations; and (iiB) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X 7 hereof), ; (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.shall

Alternative Proposals. Prior to the Effective Date, the The Company agrees (a) that that, between the date hereof and the consummation of the Offer, neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, managing directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, "Representatives") not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholdersshareholders), (i) with respect to a merger, acquisition, consolidation consolidation, recapitalization, business combination or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, afford access to the properties, books or records of the Company or any of its Subsidiaries to, or have any discussions with, any person Person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative ProposalProposal or any agreement or arrangement requiring the Company to abandon, terminate or delay the consummation of the Offer or other transactions contemplated by this Agreement; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above such parties of the obligations undertaken in this Section 8.95.1; and (c) that it will notify Parent immediately Purchaser promptly of the identity of the potential acquiror and the terms of such Person's proposal if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, itthe Company; provided, however, that nothing contained in this Section 8.9 5.1 shall prohibit the Company's Supervisory Board or Board of Directors of the Company Management from (i) prior to the acceptance for payment of Common Shares by Offer Sub pursuant to the Offer, furnishing information to to, or entering into discussions or negotiations with, any person or entity Person that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of substantially all of the assets of the Company, a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) such proposal was not initially solicited, encouraged or knowingly facilitated by the Board Company, its Subsidiaries or their Representatives in violation of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by lawthis Section 5.1, (B) if each Board determines in good faith, after receiving the advice of its outside advisors, including outside counsel and others, (i) that such Alternative Proposal is more favorable from a financial point of view as compared to the Offer and (ii) failure to furnish such information or enter into such discussions or negotiations with such Person would violate the Boards' fiduciary duties, (C) the Boards of the Company determine in good faith in the exercise of reasonable business judgment that such proposal is likely to be successfully financed if accepted by shareholders, and (D) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company enters into a confidentiality agreement with the Person or entity with terms no less favorable to the Company than the Confidentiality Agreement between Parent and the Company and provides written 37 43 notice to Parent Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Person. The Company keeps Parent promptly shall keep Purchaser reasonably informed of the status and all material terms and conditions of any such discussions or negotiations (including identities the identity of partiessuch Person and the terms of any proposal); and (ii) to the extent applicable, complying with Rule 14e-2 14e-2(a) promulgated under the Exchange Act or with applicable Dutch Law with regard to an Alternative Proposal. Nothing in this Section 8.9 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X 6 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Prior to From the Effective DateDate until the Closing of the transactions contemplated by, the Company or termination of, this Agreement, each of Seller and UCH agrees (a) that neither it nor any of its Subsidiaries shallshall not, and it and they each shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, including any investment banker, attorney or accountant retained by it or any either of its Subsidiariesthem) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its stockholdersboard of directors) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, or membership interests of the Company or any of its Subsidiaries Hospital (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "“Alternative Proposal") ”), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person Person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Persons conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9Section; and (c) that it will notify Parent Buyer immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, provided that nothing contained in this Section 8.9 shall prohibit the Board board of Directors directors, trustees or governors of the Company Seller or UCH from (i) furnishing information to or entering into discussions or negotiations with, any person or entity Person that makes or proposes to make an unsolicited bona fide proposal to acquire the Company Hospital pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, if and only to the extent that, that (A) the Board relevant board of Directors of the Company directors, trustees or governors determines in good faith that such action is required for the Board of Directors board to comply with its fiduciary duties to stockholders imposed by law, ; (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person Person, Seller or entity, the Company UCH provides written 37 43 notice to Parent Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity Person, and (C) the Company subject to any confidentiality agreement with such Person (which Seller or UCH determined in good faith was required to be executed in order for its board to comply with fiduciary duties imposed by law), Seller or UCH keeps Parent promptly Buyer informed of the status and all material terms and conditions (not the terms) of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposalnegotiations. Nothing in this Section 8.9 shall (x) permit the Company Seller or UCH to terminate this Agreement (except as specifically provided in Article X hereof11), ; (y) permit the Company Seller or UCH to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company Seller and UCH shall not enter into any agreement with any person Person that provides for, for or in any way facilitates, an Alternative ProposalProposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company Seller or UCH under this Agreement.