Common use of Alternative Proposals Clause in Contracts

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior to the Closing Date or earlier termination of this Agreement, such Party shall not, and shall not permit any of its Affiliates to, and such Party shall, and shall cause each of its Affiliates to, cause each officer, director and employee of such Party and its Affiliates, and each attorney, accountant, investment banker, financial advisor and other agent retained by them, not to, directly or indirectly, initiate, solicit or encourage the submission of any proposal or offer to acquire or operate all or any material part of its Contributed Business or to acquire any Person (including such Party) that directly or indirectly owns all or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, and whether for cash, securities or any other consideration or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"). Such Party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than the other Party commenced heretofore with respect to Alternative Transactions. (b) Notwithstanding the provisions of Section 3.9(a), in response to a proposal for an Alternative Transaction (an "Alternative Proposal") that is unsolicited and made after the date hereof, (i) such Party may engage in discussions or negotiations regarding such Alternative Proposal with the Person who makes such Alternative Proposal and (ii) such Party may furnish to any such Person (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreements) confidential or non-public information concerning such Party or its Affiliates. (c) Such Party shall immediately notify the other Party of its receipt of any Alternative Proposal or any request for confidential or non-public information relating to such Party or its Affiliates in connection with an Alternative Proposal or for access to the properties, books or records of such Party or any Affiliate by any Person that it is considering making, or has made, an Alternative Proposal.

Alternative Proposals. Each Party agrees of ▇▇▇▇▇▇ and Genlyte hereby agree that: (a) After the date hereof and prior to the Closing Date or earlier termination of this Agreement, such Party party shall not, and shall not permit any of its Affiliates to, and such Party party shall, and shall cause each of its Affiliates to, cause each officer, director and employee of such Party party and its Affiliates, and each attorney, accountant, investment banker, financial advisor and other agent retained by them, not to, directly or indirectly, initiate, solicit or encourage or take any other action to knowingly facilitate or intentionally engage in any discussion in relation to, any inquiries or the submission of any proposal or offer to acquire or operate all or any material part of its Contributed Business or to acquire any Person (including such Partyparty) that directly or indirectly owns all or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, and whether for cash, securities or any other consideration or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative TransactionALTERNATIVE TRANSACTION"). Such Party party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than the other Party commenced heretofore party hereto with respect to Alternative Transactions. (b) Notwithstanding the provisions of Section 3.9(a5.8(a), in response to a proposal for an Alternative Transaction (an "Alternative ProposalALTERNATIVE PROPOSAL") that is unsolicited and made after the date hereofhereof and prior to the stockholder vote, (i) such Party party may engage in discussions or negotiations regarding such Alternative Proposal with the Person who makes such Alternative Proposal (a "POTENTIAL ACQUIROR"); and (ii) such Party party may furnish to any such Person Potential Acquiror (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those the confidentiality provision of this Agreement or any other confidentiality agreements between the Confidentiality Agreementsparties) confidential or non-public information concerning such Party party or its Affiliates, if such party's Board of Directors, after consulting with its outside legal counsel and receiving the written advice of such counsel, determines in good faith that the failure to provide such confidential or non- public information to or negotiate with, a Potential Acquiror would be reasonably likely to constitute a breach of its fiduciary duty to such party's stockholders. It is understood and agreed by the parties that negotiations and other activities conducted in accordance with this Section 5.8(b) shall not constitute a violation of Sections 5.1 or 5.8(a). (c) Such Party party shall immediately notify the other Party party of its receipt of any Alternative Proposal or any request for confidential or non-non- public information relating to such Party party or its Affiliates in connection with an Alternative Proposal or for access to the properties, books or records of such Party party or any Affiliate by any Person that it is considering making, or has made, an Alternative ProposalProposal and prior to providing such access shall obtain a confidentiality agreement with such Person.

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior to the Closing Date or earlier termination of this Agreement, such Party shall not, and shall not permit The Company agrees (x) that neither it nor any of its Affiliates to, and such Party Subsidiaries shall, and the Company shall cause each of its Affiliates toofficers, cause each officerdirectors, director employees, agents and employee of such Party and its Affiliatesrepresentatives (including, and each attorneywithout limitation, accountant, any investment banker, financial advisor and other agent attorney or accountant retained by them, it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, initiate, solicit any inquiries or encourage the submission making or implementation of any proposal or offer (including, without limitation, any proposal or offer to acquire its stockholders) with respect to a merger, acquisition, consolidation, share exchange or operate similar transaction involving, or any purchase of all or any material part significant portion of the assets or any securities of, the Company or any of its Contributed Business or to acquire any Person (including such Party) that directly or indirectly owns all or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, and whether for cash, securities or any other consideration or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby Subsidiaries (any such inconsistent proposal or preclusive transaction offer being hereinafter referred to herein as an "Alternative TransactionProposal"). Such Party ) 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 otherwise facilitate (including by waiving the terms of any confidentiality or standstill agreement) any effort or attempt to make or implement an Alternative Proposal and (y) that it will immediately cease and cause to be terminated any existing initiation, solicitation, encouragementactivities, discussions or negotiations with any parties other than the other Party commenced conducted heretofore with respect to Alternative Transactionsany 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 7.1. (b) Notwithstanding the provisions foregoing, nothing contained in this Section 7.1 shall prohibit the Board of Section 3.9(a), in response Directors of the Company or its designees from furnishing information to a proposal for an Alternative Transaction (an "Alternative Proposal") that is unsolicited and made after the date hereof, (i) such Party may engage in or entering into discussions or negotiations regarding with any person or entity that makes an unsolicited bona fide written Alternative Proposal, if, and only to the extent that, (w) the furnishing of such information is pursuant to a reasonable and customary confidentiality agreement, (which confidentiality agreement shall be on terms no more favorable in the aggregate to such person or entity than those set forth in the confidentiality agreement between the Company and Apollo Management, L.P.), (x) the Board of Directors of the Company determines in good faith after consultation with outside counsel that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (y) the Board of Directors of the Company determines in good faith after consultation with its financial advisor that such Alternative Proposal with Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the Person who makes such Alternative Proposal proposal and the person or entity making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement and (iiz) such Party may furnish to any such Person (subject the Company is otherwise in compliance with this Section 7.1. Nothing in this Section 7.1 shall prevent the Company from complying with Rule 14e-2 under the Exchange Act, to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreements) confidential or non-public information concerning such Party or its Affiliatesextent applicable. (c) Such Party shall The Company agrees that it will notify Sub immediately notify if any such inquiries or proposals are received by (including the other Party identity of its receipt the party making the inquiry or proposal and the terms of the proposal), any such information is requested from the Company, or any such negotiations or discussions are sought to be initiated or continued with the Company. The Company agrees that it will keep Sub informed, on an immediate basis, of the status and the terms of any Alternative Proposal such discussions or negotiations, including any request for confidential amendments or non-public information relating modifications to such Party or its Affiliates the proposal. (d) Nothing in connection this Section 7.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 9 hereof), (y) permit the Company to enter into any agreement (other than the confidentiality agreement contemplated by Section 7.1(b)(w)) with respect to an Alternative Proposal or for access to during the propertiesterm of this Agreement, books or records it being agreed that during the term of such Party or this Agreement, the Company shall not enter into any Affiliate by agreement with any Person person that it is considering makingprovides for, or has madein any way facilitates, an Alternative Proposal, or (z) affect any other obligation of the Company under this Agreement.

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior to the Closing Date Effective Time or earlier termination of this Agreement, such Party TPC shall not, and shall not permit any of its Affiliates Subsidiaries to, initiate, solicit or encourage, and such Party TPC shall, and shall cause each of its Affiliates Subsidiaries to, cause each any officer, director and or employee of such Party and its Affiliatesof, and each or any attorney, accountant, investment banker, financial advisor and or other agent retained by themit, not to, directly or indirectly, to initiate, solicit or encourage the submission of encourage, any proposal or offer to acquire or operate all or any material substantial part of its Contributed Business or to acquire any Person (including such Party) that directly or indirectly owns all the business and properties of TPC or any part capital stock of its Contributed Business, TPC whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture offer or otherwise, and whether for cash, securities or any other consideration or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby thereof (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"), or any inquiries with respect to an Alternative Transaction. Such Party TPC will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than the other Party PHI and ACo commenced heretofore with respect to Alternative Transactions. Except to the extent permitted by Section 6.4(b) or 8.1(d) of this Agreement, TPC will not (i) grant its consent to any party other than PHI and ACo to take any action such party has agreed not to take pursuant to any "standstill" restrictions applicable to such party that are equivalent to the standstill provisions set forth in the second full paragraph on page 3 of the Confidentiality Agreement, or (ii) provide any confidential or non-public information concerning TPC or its Subsidiaries to, or have any discussions with, any person relating to an Alternative Transaction. (b) Notwithstanding the provisions of Section 3.9(a)paragraph (a) above, in response to an unsolicited proposal or indication of interest for or with respect to a proposal for an potential or proposed Alternative Transaction (an "Alternative Proposal") that is unsolicited and made after the date hereof), (i) such Party TPC may (x) engage in discussions or negotiations regarding such Alternative Proposal with the Person person who makes such Alternative Proposal Proposal, and (iiy) such Party may furnish to any such Person person (subject to the execution of a confidentiality agreement containing confidentiality provisions substantially similar to those of the Confidentiality Agreements) Agreement), confidential or non-public information concerning such Party TPC or its AffiliatesSubsidiaries if, in any such case described in clause (x) or (y), in the reasonable, good faith judgment of the TPC Board of Directors, taking into account the advice of outside counsel, the failure to do so would violate its fiduciary duties to the holders of TPC Common Stock under applicable law and (ii) if such Alternative Proposal is a tender offer, the TPC Board of Directors may take and disclose to TPC's stockholders a position contemplated by Rule 14e-2 under the Exchange Act. (c) Such Party TPC shall immediately notify the other Party PHI of its receipt of any Alternative Proposal or any request for confidential or non-public nonpublic information relating to such Party TPC or its Affiliates Subsidiaries in connection with an Alternative Proposal or for access to the properties, books or records of such Party TPC or any Affiliate Subsidiary by any Person person or entity that informs the TPC Board of Directors that it is considering making, or has made, an Alternative Proposal, and (unless the TPC Board of Directors concludes that it is inconsistent with its fiduciary duties under applicable law) shall keep PHI fully informed of the status and details of any such Acquisition Proposal, indication or request.

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior Notwithstanding anything to the Closing Date or earlier termination of this Agreementcontrary herein, such Party except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, and shall cause each of their respective Subsidiaries not permit any of its Affiliates to, and such Party shall, and shall cause each of its Affiliates tothe directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), cause each officerofficers, director and employee of such Party and its Affiliates, and each attorney, accountantemployees, investment bankerbankers, financial advisor attorneys, accountants and other agent retained by themadvisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit solicit, propose, knowingly encourage or encourage knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any proposal or offer to acquire or operate all of its direct equityholders or any material part third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of its Contributed Business the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to acquire the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (including such Partyiii) that directly enter into any written letter of intent, agreement in principle or indirectly owns all other agreement (whether or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, not legally binding and whether for cash, securities or any other consideration not oral or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"). Such Party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than the other Party commenced heretofore written) with respect to an Alternative TransactionsProposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) Oncor Holdings and Oncor represent that they are not in negotiations with any Person with respect to any Alternative Proposal and there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the provisions of contrary contained in Section 3.9(a4(a), in response to a proposal for an Alternative Transaction (an "Alternative Proposal") that is unsolicited any of Oncor Holdings and made after Oncor and their Subsidiaries may, but only upon the date hereofrequest of the Company or EFIH, (i) such Party may engage in discussions or negotiations regarding such Alternative Proposal negotiate with stakeholders of the Person who makes such Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Party may furnish Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Person (subject Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the execution of a extent required by applicable Law or pursuant to such confidentiality agreement containing agreements (including any “cleansing” provisions set forth in such confidentiality provisions substantially similar to those of agreements) as determined by the Confidentiality Agreements) confidential or non-public information concerning such Party or its Affiliatesapplicable Oncor Entities in their sole and absolute discretion. (cd) Such Party Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall immediately notify not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the other Party of its receipt of PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any request for confidential Permitted Alternative Proposal at any time during the Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or non-public information relating directives received from any Governmental Entity, whether in writing or otherwise, with respect to such Party or its Affiliates in connection with an any Alternative Proposal or for access Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the propertiesPurchasers of any requests, books communications or records directives received by them of such Party the type described in clause (i) or any Affiliate (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by any Person that it is considering making, applicable Law or has made, an Alternative Proposalconfidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior Notwithstanding anything to the Closing Date or earlier termination of this Agreementcontrary herein, such Party except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, and shall cause each of their respective Subsidiaries not permit any of its Affiliates to, and such Party shall, and shall cause each of its Affiliates tothe directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), cause each officerofficers, director and employee of such Party and its Affiliates, and each attorney, accountantemployees, investment bankerbankers, financial advisor attorneys, accountants and other agent retained by themadvisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit solicit, propose, knowingly encourage or encourage knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any proposal or offer to acquire or operate all of its direct equityholders or any material part third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of its Contributed Business the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to acquire the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (including such Partyiii) that directly enter into any written letter of intent, agreement in principle or indirectly owns all other agreement (whether or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, not legally binding and whether for cash, securities or any other consideration not oral or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"). Such Party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than the other Party commenced heretofore written) with respect to an Alternative TransactionsProposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) As of the date the Bankruptcy Court has entered an order approving entry into the Merger Agreement, Oncor Holdings and Oncor represent that as of such date, they are not in negotiations with any Person with respect to any Alternative Proposal and that there is no agreement that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the provisions of contrary contained in Section 3.9(a4(a), in response to a proposal for an Alternative Transaction (an "Alternative Proposal") that is unsolicited any of Oncor Holdings and made after Oncor and their Subsidiaries may, but only upon the date hereofrequest of the Company or EFIH, (i) such Party may engage in discussions or negotiations regarding such Alternative Proposal negotiate with stakeholders of the Person who makes such Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Party may furnish Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Person (subject Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the execution of a extent required by applicable Law or pursuant to such confidentiality agreement containing agreements (including any “cleansing” provisions set forth in such confidentiality provisions substantially similar to those of agreements) as determined by the Confidentiality Agreements) confidential or non-public information concerning such Party or its Affiliatesapplicable Oncor Entities in their sole and absolute discretion. (cd) Such Party Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall immediately notify not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the other Party of its receipt of PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any request for confidential Permitted Alternative Proposal at any time during the Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or non-public information relating directives received from any Governmental Entity, whether in writing or otherwise, with respect to such Party or its Affiliates in connection with an any Alternative Proposal or for access Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the propertiesPurchasers of any requests, books communications or records directives received by them of such Party the type described in clause (i) or any Affiliate (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by any Person that it is considering making, applicable Law or has made, an Alternative Proposalconfidentiality agreements with third parties. (e) For purposes of this Letter Agreement:

Alternative Proposals. Each Party agrees that: (a) After the date hereof and prior Notwithstanding anything to the Closing Date or earlier termination of this Agreementcontrary herein, such Party except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, and shall cause each of their respective Subsidiaries not permit any of its Affiliates to, and such Party shall, and shall cause each of its Affiliates tothe directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), cause each officerofficers, director and employee of such Party and its Affiliates, and each attorney, accountantemployees, investment bankerbankers, financial advisor attorneys, accountants and other agent retained by themadvisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit solicit, propose, knowingly encourage or encourage knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any proposal or offer to acquire or operate all of its direct equityholders or any material part third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of its Contributed Business the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to acquire the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (including such Partyiii) that directly enter into any written letter of intent, agreement in principle or indirectly owns all other agreement (whether or any part of its Contributed Business, whether by merger, share exchange, purchase of stock, purchase of assets, tender offer, joint venture or otherwise, not legally binding and whether for cash, securities or any other consideration not oral or combination thereof, if such transaction would be materially inconsistent with or preclusive of the transactions contemplated hereby (any such inconsistent or preclusive transaction being referred to herein as an "Alternative Transaction"). Such Party will immediately cease and cause to be terminated any existing initiation, solicitation, encouragement, discussions or negotiations with parties other than the other Party commenced heretofore written) with respect to an Alternative TransactionsProposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation. (b) Notwithstanding the provisions As of Section 3.9(a), in response to a proposal for an Alternative Transaction (an "Alternative Proposal") that is unsolicited and made after the date hereof, Oncor Holdings and Oncor represent that they are not in negotiations with any Person with respect to any Alternative Proposal and there is no agreement in force that would prevent Oncor Holdings or Oncor from complying with their respective obligations under Section 4(a). (c) Notwithstanding anything to the contrary contained in Section 4(a), any of Oncor Holdings and Oncor and their Subsidiaries may, but only upon the request of the Company or EFIH, (i) such Party may engage in discussions or negotiations regarding such Alternative Proposal negotiate with stakeholders of the Person who makes such Debtors, facilitate and document the terms of a Permitted Alternative Proposal and (ii) enter into an agreement or agreements with the stakeholders of the Debtors regarding support for and/or financing of such Party may furnish Permitted Alternative Proposal; provided, however, that other than any required disclosure to the Purchasers hereunder, the Oncor Entities shall use reasonable best efforts (x) to keep confidential any solicitation, negotiation, facilitation, and documentation by the applicable Oncor Entities of a Permitted Alternative Proposal and (y) to enter into confidentiality agreements with any counterparty to any agreement regarding support for and/or financing of a Permitted Alternative Proposal, which confidentiality agreement provides that the existence and terms of such Person (subject Alternative Proposal shall be kept confidential and shall not be publicly disclosed, except in each case to the execution of a extent required by applicable Law or pursuant to such confidentiality agreement containing agreements (including any “cleansing” provisions set forth in such confidentiality provisions substantially similar to those of agreements) as determined by the Confidentiality Agreements) confidential or non-public information concerning such Party or its Affiliatesapplicable Oncor Entities in their sole and absolute discretion. (cd) Such Party Notwithstanding anything to the contrary contained in Section 4(c), such provisions shall immediately notify not be construed to permit, and Oncor Holdings and Oncor and their Subsidiaries shall not, and shall cause their respective Representatives not to, make or support any filings with or submissions or inquiries to any Governmental Entity, including the other Party of its receipt of PUCT, the FCC and the FERC, or make or support any public statements with respect to any Alternative Proposal or any request for confidential Permitted Alternative Proposal at any time during the Interim Period; provided, however, that the Oncor Entities and their Representatives may (i) respond to requests, communications, or non-public information relating directives received from any Governmental Entity, whether in writing or otherwise, with respect to such Party or its Affiliates in connection with an any Alternative Proposal or for access Permitted Alternative Proposal, and (ii) take such action as required, or reasonably requested without solicitation, by a Governmental Request or Order with respect to such Alternative Proposal or Permitted Alternative Proposal. The Oncor Entities shall, unless otherwise prohibited by Law, provide prompt notice to the propertiesPurchasers of any requests, books communications or records directives received by them of such Party the type described in clause (i) or any Affiliate (ii) above and keep the Purchasers reasonably informed on a reasonably prompt basis of material developments in connection therewith to the extent not prohibited by any Person that it is considering making, applicable Law or has made, an Alternative Proposalconfidentiality agreements with third parties. (e) For purposes of this Letter Agreement: