Other Proposals. For the avoidance of doubt, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that (i) decreases the Exchange Ratio (other than any such decrease in accordance with Section 1.5(b) of the Merger Agreement), decreases the amount of Merger Consideration or changes the form of the Merger Consideration, (ii) imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to stockholders or (iii) extends the End Date. Except as expressly set forth in this Section 3, Stockholder shall not be restricted from voting in any manner with respect to any other matters presented or submitted to the stockholders of the Company.
Other Proposals. (a) From the date hereof until the Closing Date, the Company and its Subsidiaries shall not, and shall not permit any of their respective Representatives to, initiate any contact with, solicit, encourage or enter into or continue any discussions, negotiations, understandings or agreements with any Third Party with respect to, or furnish or disclose any non-public information regarding the Company or any of its Subsidiaries or their respective businesses to any Third Party in connection with, any Acquisition Proposal. Notwithstanding the foregoing, to the extent that the Board of Directors of the Company or the Special Committee reasonably determines based on the advice of its counsel that it is required to do so by virtue of its fiduciary obligations under applicable law, the Company may (i) in response to an unsolicited request therefor, furnish non-public information with respect to the Company or its Subsidiaries or their respective businesses to any Qualified Third Party pursuant to a customary confidentiality agreement and discuss such information (but not any non-public information relating to the structure of the Merger or the other transactions contemplated hereby, other than any such information which the Company demonstrates was independently developed solely by the Company and its Representatives) with such Qualified Third Party, (ii) upon receipt of a Qualified Acquisition Proposal from a Qualified Third Party, participate in discussions and negotiations with such Qualified Third Party regarding such Qualified Acquisition Proposal (but not enter into any agreements with respect thereto except as permitted pursuant to the express terms of clause (iii) below) if each of the Overbid Negotiation Conditions is
(b) In the event that either the Company or any of the Shareholder Parties shall directly or indirectly receive any offer, proposal or inquiry relating to an Acquisition Proposal, such party shall notify CREC within one Business Day after the receipt of such offer, proposal or inquiry and shall, in any such notice to CREC, indicate the identity of the offeror and set forth all of the material terms of such offer, proposal or inquiry. The Company and the Shareholder Parties shall keep CREC fully informed of the status and details of any such offer, proposal or inquiry.
(c) Without the prior written consent of CREC, the Company shall not modify or release any Third Party from any confidentiality or standstill agreement to which the Company is a ...
Other Proposals. Any Shareholder desiring to propose any matter at a Shareholders’ meeting, other than the nomination of one or more persons for the election of Trustee or Trustees or a proposal to fix the number of Trustees (which shall be subject to the provisions of subparagraph (1) of paragraph (c) of this Section 12.1) shall set forth in the Shareholder’s notice required by this Section 12.1 (i) the exact text of the proposal to be presented; (ii) a brief written statement of the reasons why such Shareholder favors the proposal; and (iii) a brief written statement why the proposal is in the best interests of Shareholders.
Other Proposals. Until the Release Time, FM&I shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FM&I, directly or indirectly, to (x) initiate contact with any person or entity in an effort to solicit any Takeover Proposal (as such term is defined in this Section 4.02(i)); (y) cooperate with, or furnish or cause to be furnished any non-public information concerning the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of Xxxxxxxxxxx.xxx to, any person or entity in connection with any Takeover Proposal; (z) negotiate with any person or entity with respect to any Takeover Proposal; or (xx) enter into any agreement or understanding with the intent to effect a Takeover Proposal; provided, however, that each of Xxxxxxxxxxx.xxx, Madman and Impact shall be entitled to take any action described in the foregoing clauses (x)-(xx) if and to the extent that their respective Boards of Directors of Xxxxxxxxxxx.xxx determine in good faith, based on the advice of their counsel, that the failure to take any such action would violate their fiduciary duties to their stockholders will immediately give written notice to the Parent of the details of any Takeover Proposal of which FM&I become aware. As used in Section 4.02(i), "Takeover Proposal" shall mean any proposal, other than as contemplated by this Agreement, for a merger, consolidation, reorganization, other business combination, or recapitalization involving any of Xxxxxxxxxxx.xxx, Madman or Impact for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of any Xxxxxxxxxxx.xxx, Madman or Impact for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to any of Xxxxxxxxxxx.xxx, Madman or Impact or for the acquisition of one of their divisions or of a substantial portion of any of their respective assets, the effect of which may be to prohibit, restrict, or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, or impair the contemplated benefits to the Parent of the Merger or any of the other transactions contemplated by this Agreement.
Other Proposals. Until the Release Time the Parent shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of the Parent, directly or indirectly, to: (i) initiate contact with any person or entity in an effort to solicit any Takeover Proposal (as such term is defined in this Section 4.01(i)); (ii) cooperate with, or furnish or cause to be furnished any non-public information concerning the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of the Parent to, any person or entity in connection with any Takeover Proposal; (iii) negotiate with any person or entity with respect to any Takeover Proposal; or (iv) enter into any agreement or understanding with the intent to effect a Takeover Proposal; provided, however, that the Parent shall be entitled to take any action described in the foregoing clauses (ii)-(iv) if and to the extent that the Board of Directors of the Parent determines in good faith, based on the advice of their respective
Other Proposals. Until the Release Time, Xxxxxxxxxxxx.xxx shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of Xxxxxxxxxxxx.xxx, directly or indirectly, to (i) initiate contact with any
Other Proposals. (a) From and after the date of this Agreement until the termination of this Agreement, neither Company, any of its Subsidiaries, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by Company or any of its Subsidiaries) (collectively, "Responsible Parties") will directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to any Transaction Proposal, or enter into or maintain or continue discussions or negotiate with any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity ("Person") in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Transaction Proposal or authorize or permit any Responsible Party to take any such action; provided, however, that nothing contained in this Agreement shall prohibit the Company Board or the Special Committee from, prior to the Company Stockholders' Meeting, but subject to compliance with Section 6.3(b): (i) furnishing information to or entering into discussions or negotiations with any Person that makes a bona fide Transaction Proposal which was not directly or indirectly solicited in violation of this Section 6.3 only to the extent that: (1) the Company Board or Special Committee, after consultation with its financial advisors and after receipt of advice from independent outside legal counsel, determines in good faith that such action is necessary for the Board to comply with its fiduciary duties to shareholders under applicable law and (2) prior to taking such action Company provides prompt notice to Purchaser to the effect that it is furnishing such information to or entering into discussions or negotiations with such Person and receives from such Person an executed confidentiality agreement; (ii) failing to make or withdrawing or modifying its recommendation referred to in Section 1.10 if there exists a Transaction Proposal and the Company Board or Special Committee, after consultation with its financial advisors and after receipt of advice from independent outside legal counsel, determines in good faith that such action is necessary for the Company Board to comply...
Other Proposals. Notwithstanding anything in this Agreement or the Term Sheet to the contrary, PSC and its Affiliates may at all times (both before and after the execution of this Agreement and the filing of the Plan) respond to unsolicited offers (but for greater certainty may not, directly or indirectly, seek, solicit, encourage or initiate any discussions respecting any offers) relative to potential transactions which (i) restructure substantially all of the equity and debt of PSC and its Affiliates, and (ii) are demonstrably more favourable to the Consenting Lenders and the other stakeholders in PSC than the transactions set forth in the Term Sheet or in the Plan. Nothing in this Agreement binds any of the Consenting Lenders to agree to or vote in favour of any such alternate proposal.
Other Proposals. For the avoidance of doubt, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that (a) decreases the Exchange Ratio, decreases the amount of Merger Consideration or changes the form of the Merger Consideration; (b) imposes any material restrictions or any additional material conditions on the consummation of the Combination or the payment of the Merger Consideration to stockholders; or (c) extends the Termination Date. Except as expressly set forth in this Section 4, no Stockholder shall be restricted from voting in any manner with respect to any other matters presented or submitted to the stockholders of the Company.
Other Proposals. During the term of this Agreement, each school year, either party may negotiate any current Agreement language changes to provisions in Articles I through IV of this Agreement and five proposals, in addition to Salary Schedule, related to working conditions and/or compensation of the Members of the Bargaining Unit or the language of this Agreement, provided that nothing shall compel either party to agree to reopen or renegotiate the Agreement except as provided for in this Agreement.
