Common use of Other Proposals Clause in Contracts

Other Proposals. Until the Release Time, FED shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FED, 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 4.02(d)); (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 FED 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 FED 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 FED determines in good faith, based on the advice of their counsel, that the failure to take any such action would violate their fiduciary duties to the stockholders of FED. FED will immediately give written notice to the Parent of the details of any Takeover Proposal of which FED becomes aware. As used in Section 4.02(d), "Takeover Proposal" shall mean any proposal, other than as contemplated by this Agreement, for a merger, consolidation, reorganization, other business combination, or recapitalization involving FED, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of FED, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to FED, 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, FED Time the Parent shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FEDthe Parent, directly or indirectly, to 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 4.02(d4.01(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 FED 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 FED 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 FED the Parent determines in good faith, based on the advice of their respective counsel, that the failure to take any such action would violate their fiduciary duties to the stockholders of FEDthe Parent. FED The Parent will immediately give written notice to the Parent FED of the details of any Takeover Proposal of which FED the Parent becomes aware. As used in Section 4.02(d4.01(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 FEDthe Parent, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of FEDthe Parent, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to FEDthe Parent, 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 FED of the Merger or any of the other transactions contemplated by this Agreement.

Other Proposals. Until the Release Time, FED FM&I shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FEDFM&I, directly or indirectly, to (ix) 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(d4.02(i)); (iiy) 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 FED Xxxxxxxxxxx.xxx to, any person or entity in connection with any Takeover Proposal; (iiiz) negotiate with any person or entity with respect to any Takeover Proposal; or (ivxx) enter into any agreement or understanding with the intent to effect a Takeover Proposal; PROVIDEDprovided, HOWEVERhowever, that FED each of Xxxxxxxxxxx.xxx, Madman and Impact shall be entitled to take any action described in the foregoing clauses (ii)-(ivx)-(xx) if and to the extent that the Board their respective Boards of Directors of FED determines 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 the their stockholders of FED. FED will immediately give written notice to the Parent of the details of any Takeover Proposal of which FED becomes FM&I become aware. As used in Section 4.02(d4.02(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 FEDany 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 FEDany 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 FEDany 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, FED Time the Parent shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FEDthe Parent, directly or indirectly, to to: (ix) 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(d4.01(i)); (iiy) 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 FED the Parent to, any person or entity in connection with any Takeover Proposal; (iiiz) negotiate with any person or entity with respect to any Takeover Proposal; or (ivxx) enter into any agreement or understanding with the intent to effect a Takeover Proposal; PROVIDEDprovided, HOWEVERhowever, that FED the Parent shall be entitled to take any action described in the foregoing clauses (ii)-(ivx)- (xx) if and to the extent that the Board of Directors of FED the Parent determines in good faith, based on the advice of their respective counsel, that the failure to take any such action would violate their fiduciary duties to the stockholders of FEDthe Parent. FED The Parent will immediately give written notice to the Parent FM&I of the details of any Takeover Proposal of which FED the Parent becomes aware. As used in Section 4.02(d4.01(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 FEDthe Parent, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of FEDthe Parent, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to FEDthe Parent, 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 FM&I of the Merger or any of the other transactions contemplated by this Agreement.

Other Proposals. Until the Release Time, FED Duck shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FEDDuck, 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 4.02(d)); (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 FED Duck 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; PROVIDEDprovided, HOWEVERhowever, that FED Duck 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 FED Duck determines in good faith, based on the advice of their counsel, that the failure to take any such action would violate their fiduciary duties to the stockholders of FEDDuck. FED Duck will immediately give written notice to the Parent of the details of any Takeover Proposal of which FED Duck becomes aware. As used in Section 4.02(d), "Takeover Proposal" shall mean any proposal, other than as contemplated by this Agreement, for a merger, consolidation, reorganization, other business combination, or recapitalization involving FEDDuck, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of FEDDuck, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to FEDDuck, 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, FED the Company shall not, and shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FEDthe Company, directly or indirectly, to to: (i) initiate contact with any person or entity in an effort to solicit any Company Takeover Proposal (as such term is defined in this Section 4.02(d4.01(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 FED the Company to, any person or entity in connection with any Company Takeover Proposal; (iii) negotiate with any person or entity with respect to any Company Takeover Proposal; or (iv) enter into any agreement or understanding with the intent to effect a Company Takeover Proposal; PROVIDEDprovided, HOWEVERhowever, that FED the Company 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 FED the Company determines in good faith, based on the advice of their its counsel, that the failure to take any such action would violate their its fiduciary duties to the stockholders of FEDCompany's shareholders. FED The Company will immediately give written notice to the Parent WMLLC of the details of any Company Takeover Proposal of which FED the Company becomes aware. As used in this Section 4.02(d4.01(i), "Company Takeover Proposal" shall mean any proposal, other than as contemplated by this Agreement, for a merger, consolidation, reorganization, other business combination, or recapitalization involving FEDthe Company, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of FEDthe Company, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to FEDthe Company or any subsidiary of the Company, or for the acquisition of one of their its divisions or of a substantial portion of any of their its 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 WMLLC of the Merger or any of the other transactions contemplated by this Agreement.

Other Proposals. Until the Release Time, FED neither the Parent nor the Merger-Sub shall, and shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of FEDthe Parent or the Merger-Sub, directly or indirectly, to 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 4.02(d4.01(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 FED the Parent or the Merger-Sub 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; PROVIDEDprovided, HOWEVERhowever, that FED the Parent and the Merger-Sub 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 FED the Parent or the Merger-Sub determines in good faith, based on the advice of their respective counsel, that the failure to take any such action would violate their its fiduciary duties to the stockholders of FEDParent or the Merger-Sub's stockholders. FED The Parent or the Merger-Sub will immediately give written notice to the Parent Mango of the details of any Takeover Proposal of which FED the Parent or the Merger-Sub becomes aware. As used in Section 4.02(d4.01(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 FEDthe Parent or the Merger-Sub, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of FEDthe Parent or the Merger-Sub, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to FEDthe Parent or the Merger-Sub, or for the acquisition of one of their its 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 Mango of the Merger or any of the other transactions contemplated by this Agreement.