Buyout Transaction. Until the Second Trigger Date, any proposal by any member of the Xxxxxxx Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the Company Common Stock held by stockholders other than the Xxxxxxx Group (the “Other Stockholders”) must either be (as elected by Xxxxxxx in its sole discretion) (i) subject to review, evaluation and prior written approval of an RPT Committee, or (ii) submitted for approval to the stockholders of the Company, with a non-waivable condition that a majority of the Company Common Stock held by Other Stockholders approve the transaction (or equivalent tender offer condition).
Appears in 4 contracts
Samples: Shareholder Agreements (Aspen Technology, Inc.), Transaction Agreement and Plan of Merger (Emerson Electric Co), Transaction Agreement and Plan of Merger (Emersub CX, Inc.)
