Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit the directors, officers, employees and Representatives of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or knowingly facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal and will enforce, and, except as otherwise prohibited by applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 5.2.

Alternative Transaction. The Company and its directors and executive officers shall not, and shall the Company will cause its Subsidiaries not to, and the Company shall not authorize or knowingly permit the directors, officers, employees and Representatives of the Company or any of its or its Subsidiaries toofficers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to (i) directly or indirectly, (i) solicit, initiate initiate, encourage, knowingly induce, facilitate or knowingly facilitatesupport any inquiry, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposalfrom, furnish any non-public information to, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regardingnegotiations, or furnish enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Person any information with respect toAlternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or cooperate in (iii) enter into any way that would letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise reasonably be expected relating to lead to, any Alternative Transaction Proposal. Without limiting the foregoingThe Company and its directors and executive officers will, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Alternative Transaction Proposal and will enforceProposal, and, except as otherwise prohibited by applicable Lawupon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company and its directors and executive officers will, the Company shall cause its Subsidiaries to, and the Company shall use reasonable efforts to cause its Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of, ) any confidentiality or standstill agreement (or any similar agreement) to which the Company or of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration Any breach of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution foregoing provisions of this Agreement to or for the benefit of such Person subsection by or on behalf any of the Company Company’s Subsidiaries, directors or any executive officers, or other Representatives that were authorized or knowingly permitted to take such actions in breach of its Subsidiariesthe foregoing, shall be deemed to be a breach by the Company. The Company agrees that it will take the necessary steps shall use its commercially reasonable efforts to promptly inform its directors, officers, employees and Representatives of the obligations undertaken restrictions contained in this Section 5.2.

Alternative Transaction. The Except to the extent expressly permitted by Section 5.2(c) and Section 5.2(d), the Company shall not, and shall cause its officers, directors, Company Subsidiaries and Affiliates not to, and shall cause the officers, directors and Affiliates of Company Subsidiaries not to, and shall not authorize or knowingly permit (and shall cause the Company Subsidiaries, and the Company’s and the Company’s Subsidiaries’ respective officers, directors and Affiliates, not to authorize or knowingly permit) any of the Company’s or the Company Subsidiaries’ respective employees or any investment banker, attorney or other advisor or representative retained by the Company or any Company Subsidiary or retained by any of the Company’s and the Company’s Subsidiaries’ respective officers, directors and Affiliates (such officers, directors, officersAffiliates, employees and Representatives employees, investment bankers, attorneys, advisors or representatives collectively being the “Representatives”) to, directly or indirectly (i) solicit, initiate, seek, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal, or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iv) submit any Alternative Transaction Proposal to the vote of any stockholders of the Company or any Company Subsidiary, (v) withhold, withdraw, amend or modify (or publicly propose or announce any intention to withhold, withdraw, amend or modify), in a manner adverse to Acquiror, the approval of the Company Board of this Agreement and/or any of the transactions contemplated hereby, (vi) grant any waiver or release under any standstill or similar agreement with respect to the Company or any of the Company Subsidiaries, or any class of equity securities of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or knowingly facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction ProposalCompany Subsidiaries, or (iivii) enter intowithdraw or modify (or publicly propose or announce any intention to withdraw or modify), continue or otherwise participate in any discussions or negotiations regardinga manner adverse to Acquiror, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any recommendation of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach Board that the Company Stockholders vote in favor of the adoption of this Section 5.2(a) by the CompanyAgreement. The Company will, and will cause each of its the Company Subsidiaries and each of the directors, officers, employees and their respective Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Alternative Transaction Proposal and will enforceProposal, and, except as otherwise prohibited by applicable Lawupon Acquiror’s request, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which shall request the Company or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to prompt return or destroy destruction of all confidential information previously furnished prior to any Person with which the execution of this Agreement to or for the benefit of such Person by or on behalf of Company, the Company Subsidiaries or Representatives have engaged in any of its Subsidiaries. The Company agrees that it will take such activities within the necessary steps to promptly inform its directors, officers, employees and Representatives of 12 month period preceding the obligations undertaken in this Section 5.2Agreement Date.

Alternative Transaction. The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit the directors, officers, employees and Representatives of the Company or any of its Subsidiaries not to, directly or indirectly, (i) solicit, initiate or knowingly facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) the preceding sentence by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a6.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal Proposal, and will enforce, and, except as otherwise prohibited by applicable Law, and will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Alternative Transaction ProposalProposal and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 5.26.2.

Alternative Transaction. The Company From the date hereof until the Closing or the earlier termination of this Agreement pursuant to ‎Section 10.1, except as otherwise permitted by Section 6.1 (including the Internal Reorganization), Clearway and the Seller shall not, and beginning after the closing of the Internal Reorganization the Seller shall cause its Subsidiaries the Company not toto (and Clearway, the Seller and the Company shall not authorize or permit their respective Representatives to), and Clearway and the directors, officers, employees and Representatives of Seller shall cause their respective Affiliates (including the Company or any of its Subsidiaries Entities) (and shall cause the Company Entities to not authorize their respective Representatives to) and equityholders not to, directly or indirectly, take any action to: (ia) encourage, solicit, initiate or knowingly facilitatefacilitate any offer or proposal concerning the sale, induce merger, combination, joint venture or encourage other transaction involving all or any inquiries part of the Equity Interests, business or properties of the Company Entities, or similar transactions involving any of the Company Entities with any Person or group (other than the Buyer or any Affiliate, Representative or designee of Buyer) (an “Acquisition Proposal”); (b) recommend for approval or authorize the entry of, or enter into or propose to enter into, any agreement with respect to any Acquisition Proposal or enter into any agreement requiring them to abandon, terminate or fail to consummate the transactions contemplated by this Agreement; or (c) engage, initiate or participate in any way in negotiations or discussion with, or furnish any information to, any Person in connection with, or the making of any proposal or offer that constitutes or would reasonably be expected to lead to constitute an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Acquisition Proposal. Without limiting Clearway and the foregoingSeller shall (and shall cause their respective Affiliates, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of including the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company willEntities, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, ) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person Persons (other than the Buyer or an Affiliate, Representative or designee of the Buyer) conducted heretofore on or prior to the date hereof with respect to any Alternative Transaction Proposal Acquisition Proposal. Without limitation of the foregoing, prior to the Closing, Clearway, the Seller and will enforce, and, except as otherwise prohibited by applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Company Entities shall request the return or destruction of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement confidential information shared in connection with its consideration of such discussions or negotiations and terminate access to any Alternative Transaction Proposal to return data rooms by such Persons and their representatives (other than the Buyer or destroy all confidential information furnished prior to the execution of this Agreement to an Affiliate, Representative or for the benefit of such Person by or on behalf designee of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 5.2Buyer).

Alternative Transaction. The Company Until such time as the Bankruptcy Court has approved the bidding procedures: (a) Seller shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit the directors, officers, employees and Representatives any of the Company its Affiliates or any of its Subsidiaries or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate initiate, facilitate or knowingly facilitate, induce or encourage any continue inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to regarding an Alternative Transaction Acquisition Proposal, or ; (ii) enter into, continue or otherwise participate in any into discussions or negotiations regardingwith, or furnish to any Person provide any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives Seller shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing activities, discussions or negotiations with any Person Persons conducted heretofore with respect to to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any Alternative Transaction Proposal and will enforceinquiry, and, except as otherwise prohibited by applicable Law, will not waive proposal or offer from any provisions of, any confidentiality or standstill agreement Person (or any similar agreement) to which the Company other than Buyer or any of its Subsidiaries is a party Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such Alternative Transaction Proposal. The Company will promptly request each Person breach or threatened breach shall cause irreparable injury to Buyer and that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal money damages would not provide an adequate remedy to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf Buyer. (d) Upon approval of the Company or any of its Subsidiaries. The Company agrees that it will take bidding procedures by the necessary steps to promptly inform its directorsBankruptcy Court, officers, employees Seller may solicit and Representatives of the obligations undertaken receive Acquisition Proposals in this Section 5.2accordance with such bidding procedures.

Alternative Transaction. The Company will, and will cause each of its Subsidiaries, officers, directors and employees, and will use its reasonable best efforts to cause the Representatives of the Company to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) conducted heretofore with respect to any Alternative Transaction Proposal and, with respect to any such Person with whom such activities, discussions or negotiations have been terminated, the Company shall promptly require such Person to return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company. The Company shall promptly terminate access by any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) to any physical or electronic data rooms relating to any Alternative Transaction Proposal. From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article VII, the Company shall not, and shall cause its Subsidiaries Subsidiaries, officers, directors and employees not to, and shall use its reasonable best efforts to cause its Representatives not authorize or permit the directors, officers, employees and Representatives of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicitsolicit or initiate, initiate or knowingly facilitateinduce, induce facilitate or encourage encourage, any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal except, in each case, prior to 11:59 p.m., Eastern Time, on June 13, 2019 (the “Keep-Shop Expiration Time”), from an Excluded Party (for so long as such Person or group is an Excluded Party) or (iii) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal. Without limiting , except in each case as provided herein; provided, however, that, notwithstanding anything to the foregoing, it is agreed that any violation of the restrictions set forth contrary in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directorsAgreement, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease Representatives may (A) seek to clarify the terms and cause conditions of any proposal or offer to determine whether such inquiry or proposal would reasonably be terminated any expected to lead to a Superior Proposal and all existing activities, discussions or negotiations with (B) inform any Person conducted heretofore with respect to any that makes an Alternative Transaction Proposal and will enforce, and, except as otherwise prohibited by applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in restrictions imposed by this Section 5.2. Promptly following the execution and delivery of this Agreement, the Company shall deliver to Parent a list of the Excluded Parties and a summary of the material terms of the Alternative Transaction Proposals submitted by such parties.

Alternative Transaction. (i) The Company Harleysville Parties shall not, and shall cause its their Subsidiaries not to, and shall not authorize or permit the directors, officers, employees employees, and Representatives of the Company Harleysville Parties or any of its their Subsidiaries to, directly or indirectly, (iA) solicit, initiate initiate, or knowingly facilitate, induce induce, or encourage any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (iiB) subject to Section 7.2(b), enter into, continue continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a7.2(a) by either of the Harleysville Parties or any of the Company or its their Subsidiaries or their respective directors, officers, employees employees, or Representatives shall be deemed to be a breach of this Section 5.2(a7.2(a) by Harleysville Mutual and HGI and shall be cause for termination of this Agreement by the Company. Nationwide Parties. (ii) The Company Harleysville Parties will, and will cause each of its their Subsidiaries and each of the directors, officers, employees employees, and Representatives of the Company Harleysville Parties and its their Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions discussions, or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal and will not authorize or permit any of their Representatives to engage in any activities, discussions, or negotiations with any Person with respect to any Alternative Transaction Proposal. The Harleysville Parties will, and will cause each of their Subsidiaries to, enforce, and, except as otherwise prohibited by where the Harleysville Party determines, after consultation with its outside legal counsel and its financial advisors, that failure to take such action would reasonably be likely to constitute a breach of its fiduciary duties under applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which either of the Company Harleysville Parties or any of its their Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company Harleysville Mutual or HGI, as applicable, will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information Confidential Information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company such Harleysville Party or any of its Subsidiaries. The Company agrees Harleysville Parties agree that it they will take the necessary steps to promptly inform its their directors, officers, employees employees, and Representatives of the obligations undertaken in this Section 5.27.2.

Alternative Transaction. The Company will, and will cause each of its Subsidiaries, officers, directors and employees, and will use its reasonable best efforts to cause the Representatives of the Company to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) conducted heretofore with respect to any Alternative Transaction Proposal and, with respect to any such Person with whom such activities, discussions or negotiations have been terminated, the Company shall promptly require such Person to return or destroy, in accordance with the terms of the applicable confidentiality agreement, any information furnished by or on behalf of the Company. The Company shall promptly terminate access by any Person (other than an Excluded Party for so long as such Person or group is an Excluded Party) to any physical or electronic data rooms relating to any Alternative Transaction Proposal. From and after the date of this Agreement until the earlier to occur of the Offer Acceptance Time and the termination of this Agreement in accordance with Article VII, the Company shall not, and shall cause its Subsidiaries Subsidiaries, officers, directors and employees not to, and shall use its reasonable best efforts to cause its Representatives not authorize or permit the directors, officers, employees and Representatives of the Company or any of its Subsidiaries to, directly or indirectly, (i) solicitsolicit or initiate, initiate or knowingly facilitateinduce, induce facilitate or encourage encourage, any inquiries or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or to knowingly cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal except, in each case, prior to 11:59 p.m., Eastern Time, on June 13, 2019 (the “Keep-Shop Expiration Time”), from an Excluded Party (for so long as such Person or group is an Excluded Party) or (iii) approve or recommend, make any public statement approving or recommending, or enter into any agreement relating to, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal. Without limiting , except in each case as provided herein; provided, however, that, notwithstanding anything to the foregoing, it is agreed that any violation of the restrictions set forth contrary in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directorsAgreement, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease Representatives may (A) seek to clarify the terms and cause conditions of any proposal or offer to determine whether such inquiry or proposal would reasonably be terminated any expected to lead to a Superior Proposal and all existing activities, discussions or negotiations with (B) inform any Person conducted heretofore with respect to any that makes an Alternative Transaction Proposal and will enforce, and, except as otherwise prohibited by applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in restrictions imposed by this Section 5.2. Promptly following the execution and delivery of this Agreement, the Company shall deliver to Parent a list of the Excluded Parties and a summary of the material terms of the Alternative Transaction Proposals submitted by such parties.

Alternative Transaction. The Company agrees that, following the date of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement, it shall not, not and shall will cause its Subsidiaries not to, and shall not authorize or (i) permit the directors, officers, employees and Representatives of the Company or any of its Subsidiaries or its Subsidiaries’ officers, directors, employees, affiliates, attorneys, financial advisors or other agents or representatives (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, seek, endorse, recommend, facilitate, support or knowingly facilitate, induce or encourage any inquiries or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposalfrom, furnish any non-public information to, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regardingnegotiations, or furnish enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Person any information with respect toAlternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or cooperate in (iii) enter into any way that would otherwise reasonably be expected letter of intent or similar document or any Contract relating to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Alternative Transaction Proposal and will enforceProposal, and, except as otherwise prohibited by applicable Lawupon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use commercially reasonable efforts to enforce (and will not waive any provisions of, ) any confidentiality or standstill agreement (or any similar agreement) to which the Company or of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration Any breach of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution foregoing provisions of this Agreement to or for the benefit of such Person subsection by or on behalf any of the Company Company’s Subsidiaries or any of its Subsidiaries. The Company agrees that it will take Representatives shall be deemed to be a breach by the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 5.2Company.

Alternative Transaction. The Company shall not, not and shall will cause its the Company Subsidiaries not to, and shall not authorize (i) permit any of its or permit the its subsidiaries’ officers, directors, officersattorneys or financial advisors (or its or its subsidiaries’ other employees, employees and Representatives agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any of its Subsidiaries Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, induce or encourage any inquiries or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposalfrom, furnish any non-public information to, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regardingwith, or furnish enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Person any information with respect toAlternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or cooperate in (iii) enter into any way that would letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise reasonably be expected relating to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) by any of the Company or its Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a) by the Company. The Company will, and will cause each of its Subsidiaries and each of the directors, officers, employees and Representatives of the Company and its Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Alternative Transaction Proposal and will enforceProposal, and, except as otherwise prohibited by applicable Lawupon Acquiror’s Table of Contents request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use reasonable best efforts to enforce (and will not waive any provisions of, ) any confidentiality or standstill agreement (or any similar agreement) to which the Company or of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration Any breach of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution foregoing provisions of this Agreement to or for the benefit of such Person subsection by or on behalf any of the Company Subsidiaries or any of its Subsidiaries. The Company agrees that it will take Representatives shall be deemed to be a breach by the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 5.2Company.

Alternative Transaction. The From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, and except as otherwise specifically provided for in this Agreement, the Company shall not, and shall cause its the Company Subsidiaries not to, and shall not authorize or permit the directors, officers, employees and Representatives of the Company or any of its Subsidiaries Company Subsidiary not to, directly or indirectly, (i) solicit, initiate or knowingly facilitate, induce or encourage any inquiries or the making of any proposal or offer that constitutes or would could reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) other than informing Persons of the provisions contained in this Section 6.2, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way that would could otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 5.2(a) the preceding sentence by any of the Company or its the Company Subsidiaries or their respective directors, officers, employees or Representatives shall be deemed to be a breach of this Section 5.2(a6.2(a) by the Company. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and their respective Representatives may in any event inform a Person that has made or, to the knowledge of the Company, is considering making an Alternative Transaction Proposal of the provisions of this Section 6.2. The Company willshall, and will shall cause each of its Subsidiaries Company Subsidiary and each of the directors, officers, employees and Representatives of the Company and its the Company Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal Proposal, and will enforceshall not modify, andamend or terminate, except as otherwise prohibited by applicable Lawor waive, will not waive release or assign, any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Subsidiaries Company Subsidiary is a party relating to any such Alternative Transaction ProposalProposal and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction; provided, that the Company shall be permitted to waive the standstill agreement set forth in Section 6.2 of the Company Disclosure Letter. The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its SubsidiariesCompany Subsidiary. The Company agrees that it will take the necessary steps to promptly inform its directors, officers, employees and Representatives of the obligations undertaken in this Section 5.26.2.