Common use of Alternative Transactions Clause in Contracts

Alternative Transactions. Each of the Seller Parties and the Purchaser Parties shall reasonably cooperate with each other in connection with any request by a Party to restructure (x) any Equity Entity prior to the applicable Closing, or (y) the acquisition by the Purchaser Parties of any Purchased Interests, Properties, or Purchased Commercial Loans as (a) a merger of an Equity Entity thereof with and into a Purchaser Party or an Affiliate thereof, (b) a direct conveyance, assignment or other Transfer of a Property, Interests in an entity that owns a Property or a Purchased Commercial Loan by the applicable Seller Entity thereof to a Purchaser Party, and/or (c) another alternative structure designed to Transfer Purchased Interests, Properties, Purchased Entities, Underlying Properties and/or Purchased Commercial Loans to the Purchaser Parties (each, an “Alternative Transaction”), in each case, so long as such Alternative Transaction does not increase the Liabilities or adversely affect the tax, legal or structuring considerations of the Party requested to cooperate in such Alternative Transaction, as determined by such Party in its sole discretion, with respect to the Purchased Interests, Equity Entities, Properties, Underlying Commercial Loans or Purchased Commercial Loans to be acquired, or otherwise adversely affect such Party, as determined by such Party in its sole discretion. The foregoing restrictions shall not apply to a Seller Party’s right to: (i) file an entity classification election on Internal Revenue Service Form 8832 with respect to an Equity Entity, or (ii) file or cause to be filed an election pursuant to Section 338(g) of the Code solely to the extent that (in the case of (i) or (ii)) such election has been specifically identified on Schedule 5.1(i)(E). The Parties agree to reasonably cooperate to consummate any such Alternative Transaction that has been approved by both the Purchaser Parties and the Seller Parties in their sole discretion, including by executing and delivering such further instruments of assignment, merger, demerger, conveyance or other Transfer and take such other actions as may be necessary to carry out the purposes and intents of such Alternative Transaction in accordance with the purpose and intent of this Agreement.

Alternative Transactions. Each of the Seller Parties and the Purchaser Parties shall reasonably cooperate with each other in connection with any request by a Party to restructure (x) any Equity Entity prior to the applicable Closing, or (y) the acquisition by the Purchaser Parties of any Purchased Interests, Properties, or Purchased Commercial Loans as (a) a merger of an Equity Entity thereof with and into a Purchaser Party or an Affiliate thereof, (b) a direct conveyance, assignment or other Transfer of a Property, Interests in an entity that owns a Property or a Purchased Commercial Loan by the applicable Seller Entity thereof to a Purchaser Party, and/or (c) another alternative structure designed to Transfer Purchased Interests, Properties, Purchased Entities, Underlying Properties and/or Purchased Commercial Loans to the Purchaser Parties (each, an “"Alternative Transaction”"), in each case, so long as such Alternative Transaction does not increase the Liabilities or adversely affect the tax, legal or structuring considerations of the Party requested to cooperate in such Alternative Transaction, as determined by such Party in its sole discretion, with respect to the Purchased Interests, Equity Entities, Properties, Underlying Commercial Loans or Purchased Commercial Loans to be acquired, or otherwise adversely affect such Party, as determined by such Party in its sole discretion. The foregoing restrictions shall not apply to a Seller Party’s 's right to: (i) file an entity classification election on Internal Revenue Service Form 8832 with respect to an Equity Entity, or (ii) file or cause to be filed an election pursuant to Section 338(g) of the Code solely to the extent that (in the case of (i) or (ii)) such election has been specifically identified on Schedule 5.1(i)(E). The Parties agree to reasonably cooperate to consummate any such Alternative Transaction that has been approved by both the Purchaser Parties and the Seller Parties in their sole discretion, including by executing and delivering such further instruments of assignment, merger, demerger, conveyance or other Transfer and take such other actions as may be necessary to carry out the purposes and intents of such Alternative Transaction in accordance with the purpose and intent of this Agreement.

Alternative Transactions. Each During the period from the date hereof through the earlier of the Seller Parties Closing and the Purchaser Parties termination of this Support Agreement (the “Restricted Period”), Xxxxxxxx Control Person shall not, and shall cause Xxxxxxxx Control Person’s Controlled Affiliates (including the Xxxxxxxx Partnerships) and his and their respective Representatives not to, directly or indirectly, (i) solicit, encourage, assist or initiate the submission of proposals or offers, or inquiries that could reasonably cooperate with be expected to lead to proposals or offers from, (ii) provide any confidential information concerning Parent or its Affiliates or assets or the Company or its Affiliates or assets, the Merger Agreement or the transactions contemplated thereby to, or (iii) respond to any proposals, participate in discussions or negotiations or enter into any Contract with, in each case, any Person (other than Holdings or its Affiliates) relating to any potential transaction pursuant to which any Person (or group of Persons), directly or indirectly, would acquire (A) more than 15% of the outstanding Equity Securities of Parent or outstanding voting power of Parent or (B) Control of assets of any of the Parent Entities that, in connection with any request by the aggregate, represent more than 15% of the fair market value of all the assets of the Parent Entities, taken as a Party to restructure (x) any Equity Entity whole, in each case calculated as of immediately prior to the applicable Closingclosing of such transaction, or (y) the acquisition by the Purchaser Parties of any Purchased Interests, Properties, or Purchased Commercial Loans as (a) a merger of an Equity Entity thereof with and into a Purchaser Party or an Affiliate thereof, (b) a direct conveyance, assignment or other Transfer of a Property, Interests whether in an entity that owns acquisition structured as a Property merger, consolidation, exchange, license, sale of assets, sale of stock or a Purchased Commercial Loan otherwise (in each case, other than transactions contemplated by this Agreement, the applicable Seller Entity thereof to a Purchaser PartyMerger Agreement, and/or the Common Purchase Agreement and the Preferred Purchase Agreement) (c) another alternative structure designed to Transfer Purchased Interests, Properties, Purchased Entities, Underlying Properties and/or Purchased Commercial Loans to the Purchaser Parties (each, an “Alternative Transaction”), or facilitate in each case, so long as such Alternative Transaction does not increase the Liabilities any other manner any effort or adversely affect the tax, legal attempt by any Person (other than Holdings or structuring considerations its Affiliates) to do or seek any of the Party requested foregoing. Xxxxxxxx Control Person shall, and shall cause Xxxxxxxx Control Person’s Controlled Affiliates (including the Xxxxxxxx Partnerships) and his and their respective Representatives to, immediately cease and cause to cooperate in such Alternative Transaction, as determined by such Party in be terminated any existing discussions or negotiations with any Person (other than Holdings or its sole discretion, Affiliates) conducted heretofore with respect to the Purchased Interests, Equity Entities, Properties, Underlying Commercial Loans or Purchased Commercial Loans to be acquired, or otherwise adversely affect such Party, as determined by such Party in its sole discretion. The foregoing restrictions shall not apply to a Seller Party’s right to: (i) file an entity classification election on Internal Revenue Service Form 8832 with respect to an Equity Entity, or (ii) file or cause to be filed an election pursuant to Section 338(g) of the Code solely to the extent that (in the case of (i) or (ii)) such election has been specifically identified on Schedule 5.1(i)(E). The Parties agree to reasonably cooperate to consummate any such Alternative Transaction that has been approved by both the Purchaser Parties and the Seller Parties in their sole discretion, including by executing and delivering such further instruments of assignment, merger, demerger, conveyance or other Transfer and take such other actions as may be necessary to carry out the purposes and intents of such Alternative Transaction in accordance with the purpose and intent of this AgreementTransaction.

Alternative Transactions. Each of the Seller Parties and the Purchaser Parties shall reasonably cooperate with each other in connection with any request by a Party to restructure (x) any Equity Entity prior to the applicable Closing, or (y) the acquisition by the Purchaser Parties of any Purchased Interests, Properties, or Purchased Commercial Loans as (a) a merger From and after execution of an Equity Entity thereof with and into a Purchaser Party this Agreement, except as otherwise specifically permitted by the terms hereof, neither Stratosphere or any of its officers, directors, employees, agents, representatives or affiliates (including any investment banker or financial advisor retained by Stratosphere) shall, directly or indirectly, encourage, solicit or initiate any inquiry or proposal from, or encourage, solicit, initiate or participate in any discussions or negotiations with, or provide any information to, any Person (other than Grand or an Affiliate thereofaffiliate, (bassociate, representative or agent of Grand) a direct conveyanceconcerning any tender or exchange offer, assignment rights offering, merger, business combination, sale of assets, sale of equity interests or other Transfer of a Property, Interests in an entity that owns a Property securities or a Purchased Commercial Loan by the applicable Seller Entity thereof to a Purchaser Party, and/or (c) another alternative structure designed to Transfer Purchased Interests, Properties, Purchased Entities, Underlying Properties and/or Purchased Commercial Loans to the Purchaser Parties (each, an “Alternative Transaction”), in each case, so long as such Alternative Transaction does not increase the Liabilities or adversely affect the tax, legal or structuring considerations of the Party requested to cooperate in such Alternative Transaction, as determined by such Party in its sole discretion, with respect to the Purchased Interests, Equity Entities, Properties, Underlying Commercial Loans or Purchased Commercial Loans to be acquired, or otherwise adversely affect such Party, as determined by such Party in its sole discretion. The foregoing restrictions shall not apply to a Seller Party’s right to: similar transaction which is (i) file an entity classification election on Internal Revenue Service Form 8832 with respect similar to an Equity Entityor in substitution for the exchange of the Notes for the Restated Notes as contemplated pursuant to the terms hereof, or (ii) file similar to or in substitution for the Rights Offering, or (iii) similar to or in substitution for the issuance by Stratosphere of any of the New Common Stock to Grand pursuant to the terms hereof (each, an "Alternative Transaction"), or agree to endorse or take any other action to facilitate any Alternative Transaction. Stratosphere shall immediately cease and cause to be filed an election pursuant terminated any existing activities, discussions or negotiations with any person or entity conducted heretofore with respect to Section 338(g) any Alternative Transaction and shall take the necessary steps to inform the persons referred to in the preceding sentence of the Code solely obligations undertaken in this Section 9.4. Notwithstanding the foregoing, nothing contained in this Section 9.4 shall prohibit the Board of Directors of Stratosphere from furnishing information to, or entering into discussions with, any person that makes an unsolicited bona fide Alternative Transaction inquiry or proposal as set forth in Section 9.4(b); provided, that Stratosphere agrees to the extent that (in the case of (i) or (ii)) such election has been specifically identified on Schedule 5.1(i)(E). The Parties agree to reasonably cooperate to consummate notify Grand immediately if any such inquiries or proposals are received by, or information requested from, or any negotiations or discussions are sought to be initiated or continued with, Stratosphere regarding an Alternative Transaction that has been approved by both the Purchaser Parties and the Seller Parties in their sole discretion, including by executing and delivering such further instruments of assignment, merger, demerger, conveyance or other Transfer and take such other actions as may be necessary to carry out the purposes and intents of such Alternative Transaction in accordance with the purpose and intent of this AgreementTransaction.

Alternative Transactions. Each of the Seller Parties and the Purchaser Parties shall reasonably cooperate with each other in connection with any request by a Party to restructure (x) any Equity Entity prior to the applicable Closing, or (y) the acquisition by the Purchaser Parties of any Purchased Interests, Properties, or Purchased Commercial Loans as (a) a merger The Sellers, the Blocker Sellers, each of an Equity Entity thereof the Sold Entities and each of their respective Subsidiaries and their respective Affiliates and their respective officers, directors, employees, Representatives and agents shall immediately cease any existing discussions, communications or negotiations, if any, with any Persons (“Prior Bidders”), other than the Buyer and into a Purchaser Party its Representatives, conducted heretofore with respect to any direct or an Affiliate thereofindirect acquisition of all or any significant portion of the assets or properties of, or any limited liability company interest or shares of capital stock (bincluding the Ultimate Interests and the Blocker Interests) a direct conveyance, assignment or other Transfer equity interest in, the Sold Entities or any business combination with the Sold Entities (whether by merger, consolidation or otherwise) or any other transaction inconsistent with the consummation of, or similar in whole or in part to, the Transactions contemplated herein (any of a Property, Interests in an entity that owns a Property or a Purchased Commercial Loan by the applicable Seller Entity thereof to a Purchaser Party, and/or (c) another alternative structure designed to Transfer Purchased Interests, Properties, Purchased Entities, Underlying Properties and/or Purchased Commercial Loans to the Purchaser Parties (eachforegoing, an “Alternative Transaction”), and shall not, directly or indirectly, solicit, encourage, facilitate, participate in each caseor initiate any proposals or discussions or negotiations with, so long as such Alternative Transaction does not increase the Liabilities or adversely affect the taxenter into any understandings, legal arrangements or structuring considerations of the Party requested to cooperate in such Alternative Transactionagreements with, as determined by such Party in its sole discretion, with respect to the Purchased Interests, Equity Entities, Properties, Underlying Commercial Loans or Purchased Commercial Loans to be acquiredprovide any information or documents to, or otherwise adversely affect such Partycooperate in any way with, as determined by such Party in any Person (other than the Buyer and its sole discretionRepresentatives) concerning any Alternative Transaction. The foregoing restrictions Effective at the Closing, the Sellers and the Blocker Sellers shall not apply assign to a Seller Party’s the Buyer the non-exclusive right to: (i) file an entity classification election on Internal Revenue Service Form 8832 with respect to an Equity Entityenforce the rights, or (ii) file or cause to be filed an election pursuant to Section 338(g) if any, of the Code solely Sellers and the Blocker Sellers and their Affiliates under any and all confidentiality agreements entered into with Prior Bidders and other prospective acquirors of each of the Sold Entities, and to the extent that (in the case of (i) or (ii)) such election has been specifically identified on Schedule 5.1(i)(E). The Parties agree to reasonably cooperate to consummate any such rights are not so assignable to Buyer, the Sellers and the Blocker Sellers shall, following the Closing, use their reasonable best efforts to cause all confidential or proprietary materials relating to each of the Sold Entities previously furnished to Prior Bidders or other Persons in connection with an Alternative Transaction that has been approved by both to be promptly returned to the Purchaser Parties and the Seller Parties in their sole discretion, including by executing and delivering such further instruments of assignment, merger, demerger, conveyance Company or other Transfer and take such other actions as may be necessary to carry out the purposes and intents of such Alternative Transaction in accordance with the purpose and intent of this Agreementdestroyed.