(ii) against any change in membership of the Board that is not recommended or approved by the Board and (iii) against any other proposed action, agreement or transaction involving Loxo
Oncology that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer, the Merger or the other Transactions. During the Support Period, Lilly is appointed as Aisling
Capitals
attorney-in-fact
and proxy to so vote its Subject Shares.
Company Takeover Proposal means any inquiry, proposal or offer from any person or group (other than Lilly and its subsidiaries) relating to
(i) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (A) 20% or more (based on the fair market value thereof, as determined by the Board) of the assets of Loxo Oncology and Loxo
Oncologys subsidiary, taken as a whole, or (B) 20% or more of the aggregate voting power of the capital stock of Loxo Oncology, (ii) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization,
liquidation, dissolution, binding share exchange or similar transaction involving Loxo Oncology that, if consummated, would result in any person or group (or the stockholders of any person) beneficially owning, directly or indirectly, 20% or more of
the aggregate voting power of the capital stock of Loxo Oncology or of the surviving entity or the resulting direct or indirect parent of Loxo Oncology or such surviving entity, other than, in each case, the Transactions, or (iii) any
combination of the foregoing.
During the Support Period, Aisling Capital has further agreed not to, directly or indirectly, (i) create or permit to
exist any lien, other than certain permitted liens, on any of Aisling Capitals Subject Shares, (ii) transfer, sell (including short sell), assign, gift, hedge, pledge, grant a participation interest in, hypothecate or otherwise dispose
of, or enter into any derivative arrangement with respect to (collectively,
Transfer
), any of Aisling Capitals Subject Shares, or any right or interest therein (or consent to any of the foregoing), (iii) enter into any
contract with respect to any Transfer of Aisling Capitals Subject Shares or any interest therein, (iv) grant or permit the grant of any proxy,
power-of-attorney
or other authorization or consent in or with respect to any of Aisling Capitals Subject Shares, (v) deposit or permit the deposit of any of
Aisling Capitals Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of Aisling Capitals Subject Shares, or (vi) take or permit any other action that would in any way restrict,
limit, impede, delay or interfere with the performance of Aisling Capitals obligations thereunder in any material respect, otherwise make any representation or warranty of Aisling Capital therein untrue or incorrect, or have the effect of
preventing or disabling Aisling Capital from performing any of its obligations under the Tender and Support Agreement. The restrictions on Transfer are subject to certain customary exceptions.
During the Support Period, Aisling Capital, solely in its capacity as a stockholder of Loxo Oncology, shall not, and shall cause its respective
representatives, officers and employees not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of providing information) any inquiries, proposals or offers, or the making of any
submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Company Takeover Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or
negotiations with any person regarding, or furnish to any person any information or afford access to the business, properties, assets, books or records of Loxo Oncology to, or take any other action to assist, knowingly facilitate or knowingly
encourage any effort by any person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to any Company Takeover Proposal (other than, solely in response to an
inquiry that did not result from a or arise in connection with a material breach of Section 4.6 of the Tender and Support Agreement, to refer the inquiring person to the restrictions of the Tender and Support Agreement and of the Merger
Agreement and to limit Aisling Capitals conversation and other communication exclusively to such referral or to clarify the terms thereof), (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase
agreement, acquisition agreement, option agreement or other similar instrument relating to any Company Takeover Proposal, (iv) knowingly encourage or recommend any other holder of Shares to vote against the Merger or to not tender Shares into
the Offer or (v) resolve or agree to do any of the foregoing. The Tender and Support Agreement provides that Aisling Capitals obligations under the agreement are solely in its capacity as a stockholder of Loxo Oncology, and not, if
applicable, in such stockholders or any of its affiliates
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