Takeover Proposal. Except as otherwise provided in this Section 5.04, the Company shall not, and shall direct or cause its respective Subsidiaries and its or its respective Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person's “Representatives”) not to, directly or indirectly, solicit, initiate, or take any action to knowingly facilitate or knowingly encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b), below: (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or Opco LLC or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or Opco LLC or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal (other than to ascertain facts from the Person making such proposal or offer for the sole purpose of the Company Board informing itself about such proposal or offer and the Person that made it and for the Company to refer the inquiring Person to this Section 5.04); (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or Opco LLC or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (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 relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Acquisition Agreement”). Except as expressly permitted by this Section 5.04, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, and shall cause its Subsidiaries and Representatives to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof...
Takeover Proposal. 20 Taxes.................................................................. 11
Takeover Proposal. 38 Taxes........................................................................12
Takeover Proposal. 46 Target............................................................................................................1
Takeover Proposal. 5.4(b) Tax.................................................... 3.12(c) Taxes.................................................. 3.12(c) Tax Return............................................. 3.12(c) Termination Fee........................................ 8.1(b) Title IV Plan`......................................... 3.11(a) Trademarks............................................. 3.13(c) Transactions...........................................
Takeover Proposal. Section 4.02(b) tax returns............................................. Section 3.01(r) taxes................................................... Section 3.01(r) taxing authority........................................ Section 3.01(r) Termination Fee......................................... Section 5.06(b) Treasury Regulations.................................... Section 3.01(r) Warrants................................................ Section 3.01(c) EXHIBIT A TO THE MERGER AGREEMENT ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION FIRST: The name of the corporation (hereinafter called the "Corporation") is Motorsports Authentics, Inc.
Takeover Proposal. Takeover Proposal" means (i) any tender or exchange offer, (ii) any other proposal to takeover control of the Company or a merger, share exchange, other business combination, recapitalization, restructuring, liquidation or similar transaction involving the Company or any of its material subsidiaries, or any proposal or offer to acquire in any manner Voting Securities of the Company representing more than 20% of the Total Voting Power of the Company or any of its material subsidiaries, a substantial equity interest in any of the Company's material subsidiaries or a substantial portion of the assets of the Company or any of its material subsidiaries, (iii) any waiver or opt out of any anti-takeover statutes or other anti-takeover provisions applicable to the Company, or (iv) a proposal having similar effect.
Takeover Proposal. Section 4.02(a) taxes........................................................Section 3.01(n) Termination Fee..............................................Section 5.06(b) Trustee......................................................Section 5.13(a) EXHIBIT A TO THE MERGER AGREEMENT Form of Certificate of Incorporation of the Surviving Corporation
Takeover Proposal. Section 4.02(a) tax.....................................................Section 3.01(i) Termination Fee.........................................Section 5.07(b)
Takeover Proposal. 5.10(a) Termination Fee............................................. 7.5(a) Terminating Company Breach.................................. 7.1(g) Terminating Parent Sub Breach............................... 7.1(h) Transfer Taxes.............................................. 8.6 Welfare Plan................................................ 3.14(a)(iii) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July __, 2000, among BARNXXX, XXC., a Delaware corporation (the "Company"), WILMAR INDUSTRIES, INC., a New Jersey corporation ("Parent") and BW ACQUISITION, INC., a Delaware corporation ("Merger Sub").
