Common use of Alternative Transactions Clause in Contracts

Alternative Transactions. (a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit, propose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, any Alternative Transaction Proposal, or any inquiries or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access to any Person any information or data concerning the Company or any Company Subsidiary with respect to, any Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section 6.02) or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or that contradicts this Agreement or requires the Company to abandon this Agreement; or (v) resolve, propose, commit or agree to do any of the foregoing. The Company shall, and shall cause each of the Company Subsidiaries to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Transaction Proposal. The Company shall promptly inform the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and its Representatives.

Alternative Transactions. (a) Except as otherwise permitted by this Section 6.02The Company and the other Company Group Members shall not seek, from the date of this Agreement until the Effective Timesolicit, the Company shall notor support any Alternative Transaction, and shall not permit cause or allow any of their agents or representatives to solicit any agreements relating to an Alternative Transaction; provided, however, that nothing in this Section 6.12 shall (i) require the Company or any of its subsidiaries or affiliates or any of their respective directors, officers or members, as applicable (each in such person’s capacity as a director, officer or member), to take any action, or refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with, or cause such party to breach such party’s fiduciary obligations under applicable Law, or shall limit the Company or any other Company Group Members from considering any Alternative Transaction brought to them consistent with their fiduciary duties or (ii) subject to obtaining all applicable consents and approvals required under the Restructuring Support Agreement and this Agreement (including Section 6.3 hereof), limit the Parties’ ability to engage in marketing efforts, discussions, and/or negotiations with any party regarding refinancing of the Exit Facility to be consummated following the Effective Date; provided, further, that (x) if any of the Company Subsidiaries, Group Members receive a proposal or any director, officer or employee expression of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit, propose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, interest regarding any Alternative Transaction Proposalfrom the date hereof until the termination of this Agreement in accordance with its terms, the Company Group Members shall promptly notify counsel to the other parties to the Restructuring Support Agreement or any inquiries such proposal or expression of interest, with such notice to include the making material terms thereof, including (unless prohibited by a separate agreement) the identity of the Person or group of Persons involved and (y) subject to mutually agreed terms of confidentiality, the Company Group Members shall promptly furnish to counsel to the parties to the Restructuring Support Agreement with copies of any written offer, oral offer or any other information that they receive relating to the foregoing and shall promptly inform counsel to the parties to the Restructuring Support Agreement of any material change to such proposals. The Company Group Members shall not enter into any confidentiality agreement with a party in connection with the proposal or offer that constitutes or could reasonably be expected to lead to of an Alternative Transaction Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access unless such party consents to any Person any information or data concerning the Company or any Company Subsidiary with respect to, any Alternative Transaction Proposal (except identifying and providing to disclose the existence of the provisions of this Section 6.02) or any proposal or offer that could reasonably be expected counsel to lead to an Alternative Transaction Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or that contradicts this Agreement or requires the Company to abandon this Agreement; or (v) resolve, propose, commit or agree to do any of the foregoing. The Company shall, and shall cause each of the Company Subsidiaries to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Transaction Proposal. The Company shall promptly inform the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and its RepresentativesRestructuring Support Agreement (under a reasonably acceptable confidentiality agreement) the information reasonably requested by the parties to the Restructuring Support Agreement.

Alternative Transactions. (a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit, propose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, any Alternative Transaction Proposal, or any inquiries or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access to any Person any information or data concerning the Company or any Company Subsidiary with respect to, any Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section 6.02) or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or that contradicts this Agreement or requires the Company to abandon this Agreement; or (v) resolve, propose, commit or agree to do any of the foregoing. The Company shall, and shall cause each of the Company Subsidiaries to, its Affiliates and its and their representatives to immediately cease (a) any existing solicitations, and all discussions or negotiations with any Person (other than the parties heretoPurchaser and its Affiliates) that has made regarding an Acquisition Proposal; (b) furnishing to any Person (other than Purchaser and its Affiliates) any information with respect to an Acquisition Proposal; and (c) cooperating with, assisting in, participating in, facilitating or indicated encouraging an intention to make an Alternative Transaction Acquisition Proposal. The Until such time, if any, as this Agreement is terminated pursuant to the terms hereof, the Company agrees that it shall not, and that it shall cause its Affiliates and its and its Affiliates’ representatives (including stockholders of the Company and its Subsidiaries) not to, directly or indirectly, (A) initiate, solicit, knowingly encourage or otherwise facilitate any inquiries or the making of any Acquisition Proposal, (B) engage in any negotiations concerning, or enter into any agreement regarding, an Acquisition Proposal or otherwise facilitate an Acquisition Proposal or (C) file any amendments to or make any other filing with the SEC with respect to the Registration Statement, including any public or publicly available correspondence with respect thereto, or request that the Registration Statement (or the contained prospectus therein) be declared effective by the SEC or make any public announcements with respect to an initial public offering of the Company or any of its Subsidiaries, notwithstanding the fact that any such failure to file or other inaction may result in the Registration Statement (or the prospectus contained therein) being deemed stale by the SEC. On the Closing Date, the Company shall promptly inform file a Registration Withdrawal Request on Form RW with the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access SEC with respect to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and its RepresentativesRegistration Statement.

Alternative Transactions. (a) Except as otherwise permitted by this Section 6.02, from From the date of this Agreement until the Effective Timeearlier of the termination of this Agreement in accordance with its terms and the Closing Date, (i) the Company and its Subsidiaries shall, and shall instruct and direct their respective Representatives to, immediately cease and terminate any ongoing solicitation, discussions and negotiations with any Person (including any Commitment Party) with respect to any Alternative Transaction, and (ii) the Company and its Subsidiaries shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative retained by it or any of the Company and its Subsidiaries shall instruct and direct their respective Representatives not to, directly initiate or indirectly, (i) initiate, solicit, propose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, any Alternative Transaction Proposal, or solicit any inquiries or the making of any proposal or offer relating to an Alternative Transaction, engage or participate in any discussions or negotiations, or provide any non-public information to any Person (including any Commitment Party), with respect to an Alternative Transaction. Notwithstanding the foregoing sentence, if following the date of this Agreement (A) the Company or any of its Subsidiaries receives a bona fide, written unsolicited proposal or offer for an Alternative Transaction (an “Alternative Transaction Proposal”) from any Person (including any Commitment Party) that constitutes did not result from a breach of this Section 6.18 and (B) the board of directors of the Company (the “Company Board”) has determined in good faith, after consultation with its outside counsel and independent financial advisor, that such Alternative Transaction Proposal constitutes, or could reasonably be expected to lead result in, a Superior Transaction, the Company and its Subsidiaries may, in response to an such Alternative Transaction Proposal: (x) furnish non-public information in response to a request therefor by such Person if such Person has executed and delivered to the Company a confidentiality agreement on customary terms if the Company also promptly (and in any event within twenty-four (24) hours after the time such information is provided to such Person) makes such information available to the Commitment Parties, to the extent not previously provided to the Commitment Parties; and (iiy) engage inor participate, continue or instruct and direct their respective Representatives to engage or participate, in discussions and negotiations with such Person regarding such Alternative Transaction Proposal. Notwithstanding the foregoing, nothing in this Section 6.18(a) shall prohibit, limit or otherwise participate restrict the Company and its Subsidiaries and their respective Representatives from engaging or participating in any discussions or negotiations regardingwith, or furnish or provide access to any Person providing any information or data concerning the Company or any Company Subsidiary with respect to, any Alternative Transaction Proposal (except to disclose official committee appointed in the existence of Chapter 11 Proceedings, so long as the provisions of this Section 6.02) Company and its Subsidiaries do not, and instruct and direct their respective Representatives not to, initiate or solicit any inquiries or make any proposal or offer that could reasonably be expected to lead to an Alternative Transaction Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or that contradicts this Agreement or requires the Company to abandon this Agreement; or (v) resolve, propose, commit or agree to do any of the foregoing. The Company shall, and shall cause each of the Company Subsidiaries to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Transaction Proposal. The Company shall promptly inform the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and its RepresentativesTransaction.