Common use of Competing Transactions Clause in Contracts

Competing Transactions. From the date of this Agreement to the Effective Date or earlier termination of this Agreement, the Company shall not make a public announcement that it intends to support or supports, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement or the Plan, shall not file any plan that is not the Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the Plan (a “Competing Transaction”). Notwithstanding anything to the contrary herein, or in the Plan or any other agreement among the Company and the Backstop Parties, at any time prior to the date on which the Plan is confirmed by the Bankruptcy Court, if the Company has received a bona fide written proposal for a Competing Transaction that the board of directors of the Company determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the board to pursue such Competing Transaction could reasonably be expected to result in a breach of the board of directors’ fiduciary duties under applicable law, then the Company may (a) furnish non-public information to, and engage in discussions and negotiations with, the person making such proposal and its representatives with respect to the Competing Transaction, and (b) terminate this Agreement pursuant to Section 12(d) in order to enter into a Superior Transaction or an agreement to support a Superior Transaction. For purposes of this Agreement, a “Superior Transaction” shall be a Competing Transaction that the board of directors of the Company determines in good faith (x) would be in the best interests of the Company and its creditor constituencies and equity holders as a whole, including, but not limited to the Backstop Parties, and (y) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, not in excess of its claim) to each class of creditor constituencies and equity holders. At all times, the Company shall be obligated to promptly deliver to the advisors for the Backstop Parties all written communications delivered to or received by the Company or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Backstop Parties concerning such matters.

Competing Transactions. From the date of Nothing contained in this Agreement to the Effective Date or earlier termination of this Agreement, shall prohibit the Company shall not make a public announcement that it intends to support or supports(upon the recommendation of the Independent Committee) from, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement or the Plan, shall not file any plan that is not the Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the Plan (a “Competing Transaction”). Notwithstanding anything to the contrary herein, or in the Plan or any other agreement among the Company and the Backstop Parties, at any time prior to the date on which of the Plan is confirmed by the Bankruptcy CourtStockholder's Meeting (i) furnishing information to, if or entering into discussions or negotiations with, any person that makes an unsolicited written, bona fide proposal to the Company has received a bona fide written proposal for with respect to a Competing Transaction that the board of directors of the Company determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the board to pursue such Competing Transaction which could reasonably be expected to result in a breach of Superior Proposal, if, (A) the board of directors’ failure to take such action would be inconsistent with the Board's and the Independent Committee's fiduciary duties to the Company's stockholders under applicable law, then the Company may and (aB) furnish non-public prior to furnishing such information to, and engage in or entering into discussions and or negotiations with, such person, the Company (x) provides reasonable notice to Levy Acquisition Co. to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person making and (y) receives from such person a fully executed confidentiality agreement, (ii) complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer, or (iii) failing to make or withdrawing or modifying its recommendation referred to in Section 5.2, or recommending an unsolicited, bona fide proposal and its representatives with respect to a Competing Transaction which could reasonably be expected to result in a Superior Proposal, following the receipt of such a proposal, if the failure to take such action would be inconsistent with the Board's and the Independent Committee's fiduciary duties to the Company's stockholders under applicable law. As used in this Agreement, "Competing Transaction" shall mean any of the following (other than the transactions contemplated by this Agreement) involving the Company or any of its Subsidiaries: (i) any merger, consolidation, share exchange, exchange offer, business combination, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets representing 20% or more of the total assets of the Company and its Subsidiaries, in a single transaction or series of transactions; (biii) terminate any tender offer or exchange offer for 20% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith; (iv) any person or group having acquired Beneficial Ownership of 15% or more or such person or group having increased its Beneficial Ownership beyond 15% of the outstanding shares of capital stock of the Company; provided, however, that this Agreement pursuant clause shall not apply to Section 12(dthe "Loeb Group" consisting of Xxxxxx X. XxXxxxxxxx, Xx., XxXxxxxxx Family Fund, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxx, Xxxxxx X. XxXxxxxxxx, Xx. as Trustees for Loeb Xxxxxx Hornblower Profit Sharing Trading for Account of Xxxxxx X. XxXxxxxxxx, Xx., Xxxxxx Xxxxxx, Xxxxxx X. Xxxx, Xxxx Arbitrage Management, Inc., Loeb Arbitrage Fund and Loeb Partners Corporation; or (v) in order any public announcement of a proposal, plan or intention to enter into a Superior Transaction do any of the foregoing or an any agreement to support a Superior Transactionengage in any of the foregoing. For purposes of this Agreement, a “"Superior Transaction” shall be a Competing Transaction that the board Proposal" means any bona fide written proposal to acquire, directly or indirectly, for consideration consisting of directors cash and/or securities, all of the shares of Company determines in good faith (x) would be in Common Stock then outstanding or all or substantially all of the best interests assets of the Company and the assumption of the liabilities and obligations of the Company to be followed by a pro rata distribution of the sale proceeds to stockholders of the Company, that (i) provides holders of Company Common Stock with per share consideration that the Independent Committee determines in good faith, after receipt of advice of its creditor constituencies financial advisor, is more favorable from a financial point of view than the consideration to be received by holders of Company Common Stock in the Merger, (ii) is determined by the Independent Committee in its good faith judgment, after receipt of advice of its financial advisor and equity holders as a wholeoutside legal counsel, includingto be likely of being completed (taking into account all legal, but not limited financial, regulatory and other aspects of the proposal, the Person making the proposal and the expected timing to complete the Backstop Partiesproposal), (iii) does not, in the definitive agreement, contain any "due diligence" conditions, and (yiv) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, has not in excess been obtained by or on behalf of its claim) to each class of creditor constituencies and equity holders. At all times, the Company shall be obligated to promptly deliver to the advisors for the Backstop Parties all written communications delivered to or received by the Company or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies in violation of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Backstop Parties concerning such mattersthis Section 4.3.

Competing Transactions. From the date of this Agreement to the Effective Date or earlier termination of this Agreement, the Company Accuride shall not make a public announcement that it intends to support or supports, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement the Restructuring Support Documents, the Restructuring or the Chapter 11 Plan, shall not file any plan that is not the Chapter 11 Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the Chapter 11 Plan (a “Competing Transaction”). Notwithstanding anything to the contrary herein, or in the Chapter 11 Plan or any other agreement among the Company Accuride and the Backstop PartiesLenders, at any time prior to the date on which the Chapter 11 Plan is confirmed by the Bankruptcy Court, if the Company Accuride has received a bona fide written proposal for a Competing Transaction that the special committee of the board of directors of Accuride or, if the Company special committee is no longer in existence, the board of directors of Accuride determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the board of directors to pursue such Competing Transaction could reasonably be expected to result in a breach of the board of directors’ fiduciary duties under applicable law, then the Company Accuride may (a) furnish non-public information to, and engage in discussions and negotiations with, the person making such proposal and its representatives with respect to the Competing Transaction, and (b) terminate this Agreement pursuant to Section 12(d7(b) in order to enter into a Superior Transaction or an agreement to support a Superior Transaction. For purposes of this Agreement, a “Superior Transaction” shall be a Competing Transaction that the special committee of the board of directors of Accuride or, if the Company special committee is no longer in existence, the board of directors of Accuride determines in the good faith exercise of its fiduciary duties (x) would be in the best interests of the Company Accuride and its creditor constituencies and equity holders as a whole, including, but not limited to the Backstop PartiesLenders, and (y) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, not in excess of its claim) to each class of creditor constituencies constituency and equity holders. At all timestimes prior to, on, or after the Company date of the commencement of the Chapter 11 Cases, Accuride shall be obligated to promptly deliver to the advisors for the Backstop Parties Administrative Agent all written communications delivered to or received by the Company Accuride or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Backstop Parties Supporting Lenders concerning such matters.

Competing Transactions. From the date of this Agreement to the Effective Date or earlier termination of this Agreement, the Company shall not make a public announcement that it intends to support or supports, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement or the First Amended Plan, shall not file any plan that is not the First Amended Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the First Amended Plan (each, a “Competing Transaction”). Notwithstanding anything to the contrary herein, or in the First Amended Plan or any other agreement among the Company and the Backstop Parties, at any time prior to the date on which the First Amended Plan is confirmed by the Bankruptcy Court, if the Company has received a bona fide written proposal for a Competing Transaction that the board of directors of the Company determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the board to pursue such Competing Transaction could reasonably be expected to result in a breach of the board of directors’ fiduciary duties under applicable lawLaw, then the Company (a) may (ai) furnish non-public information to, and engage in discussions and negotiations with, the person making such proposal and its representatives with respect to the Competing Transaction, and (bii) terminate this Agreement pursuant to Section 12(d13(c) in order to enter into a Superior Transaction or an agreement to support a Superior Transaction and (b) shall (i) provide the Backstop Parties with written notice of the Competing Transaction within 24 hours of the Company’s receipt of such Competing Transaction, together with copies of all material written documents setting forth in reasonable detail the details of such Competing Transaction, and (ii) notify the Backstop Parties in writing within 24 hours of the Company’s board of directors determination that such Competing Transaction is a Superior Transaction. For purposes of this Agreement, a “Superior Transaction” shall be a Competing Transaction that the board of directors of the Company determines in good faith (x) would be in the best interests of the Company and its creditor constituencies and equity holders as a whole, including, but not limited to the Backstop Parties, and (y) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, not in excess of its claim) to each class of creditor constituencies and equity holders. At all times, the Company shall be obligated to promptly deliver to the advisors for the Backstop Parties all written communications delivered to or received by the Company or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Backstop Parties concerning such matters.

Competing Transactions. From the date of this Agreement to the Effective Date or earlier termination of this Agreement, the Company Issuer shall not make a public announcement that it intends to support or supports, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement or the Plan, shall not file any plan that is not the Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the Plan (a “Competing Transaction”). Notwithstanding anything to the contrary herein, or in the Plan or any other agreement among the Company Issuer and the Backstop PartiesInvestors, at any time prior to the date on which the Plan is confirmed by the Bankruptcy Court, if the Company Issuer has received a bona fide written proposal for a Competing Transaction that the special committee of the board of directors of the Company Issuer or, if the special committee is no longer in existence, the board of directors of the Issuer determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the board Board to pursue such Competing Transaction could reasonably be expected to result in a breach of the board Board of directorsDirectors’ fiduciary duties under applicable law, then the Company Issuer may (a) furnish non-public information to, and engage in discussions and negotiations with, the person making such proposal and its representatives with respect to the Competing Transaction, and (b) terminate this Agreement pursuant to Section 12(d) in order to enter into a Superior Transaction or an agreement to support a Superior Transaction. For purposes of this Agreement, a “Superior Transaction” shall be a Competing Transaction that the special committee of the board of directors of the Company Issuer or, if the special committee is no longer in existence, the board of directors of the Issuer determines in good faith (x) would be in the best interests of the Company Issuer and its creditor constituencies and equity holders as a whole, including, but not limited to the Backstop PartiesInvestors, and (y) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, not in excess of its claim) to each class of creditor constituencies and equity holders. At all timestimes prior to, on, or after the date of the commencement of the Chapter 11 Case, the Company Issuer shall be obligated to promptly deliver to the advisors for the Backstop Parties Investors all written communications delivered to or received by the Company Issuer or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Backstop Parties Investors concerning such matters.

Competing Transactions. From the date of this Agreement to the Effective Date or earlier termination of this Agreement, the Company Accuride shall not make a public announcement that it intends to support or supports, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement or the Chapter 11 Plan, shall not file any plan that is not the Chapter 11 Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the Chapter 11 Plan (a “Competing Transaction”). Notwithstanding anything to the contrary herein, or in the Chapter 11 Plan or any other agreement among the Company Accuride and the Backstop PartiesNoteholders, at any time prior to the date on which the Chapter 11 Plan is confirmed by the Bankruptcy Court, if the Company Accuride has received a bona fide written proposal for a Competing Transaction that the special committee of the board of directors of Accuride or, if the Company special committee is no longer in existence, the board of directors of Accuride determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the board Board to pursue such Competing Transaction could reasonably be expected to result in a breach of the board Board of directorsDirectors’ fiduciary duties under applicable law, then the Company Accuride may (a) furnish non-public information to, and engage in discussions and negotiations with, the person making such proposal and its representatives with respect to the Competing Transaction, and (b) terminate this Agreement pursuant to Section 12(d7(b) in order to enter into a Superior Transaction or an agreement to support a Superior Transaction. For purposes of this Agreement, a “Superior Transaction” shall be a Competing Transaction that the special committee of the board of directors of Accuride or, if the Company special committee is no longer in existence, the board of directors of Accuride determines in good faith (x) would be in the best interests of the Company Accuride and its creditor constituencies and equity holders as a whole, including, but not limited to the Backstop PartiesNoteholders, and (y) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, not in excess of its claim) to each class of creditor constituencies and equity holders. At all timestimes prior to, on, or after the Company date of the commencement of the Chapter 11 Case, Accuride shall be obligated to promptly deliver to the advisors for the Backstop Parties Noteholders all written communications delivered to or received by the Company Accuride or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Backstop Parties Noteholders concerning such matters.