Transaction Proposals. From the date hereof until the Closing Date (or the earlier termination of this Agreement), the Shareholders, the Majority Stakeholders and the Seller shall not, and the Seller shall not authorize or permit any of its officers, directors, consultants or employees, or any of its agents to, directly or indirectly (i) solicit, initiate or encourage the submission of Transaction Proposals, (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about the Seller to any Person with respect to any Transaction Proposal except to the Majority Stakeholders, the Company or its representatives, (iii) otherwise cooperate in any way with any effort or attempt by any other Person to make or enter into a Transaction Proposal, or (iv) accept, approve or authorize, or enter into any agreement concerning any Transaction Proposal; provided, however, that the Seller and its directors and officers will remain free to participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any unsolicited effort or attempt by any person to do or seek any of the foregoing in clauses (ii), (iii) or (iv) to the extent their fiduciary duties under Delaware law may require; provided, further, that if the Seller consummates a transaction with a party other than the Company as a result of the Seller's Board of Directors exercise of its fiduciary duties as contemplated above, the Seller shall pay to the Company a break-up fee of $500,000. The Seller shall cause its agents, officers, directors, representatives and Affiliates to abide by the terms of this Section 6.5. The Seller's remedy for any breach of this Section 6.5 shall be specific performance. In the event that the Seller receives or becomes aware of any Transaction Proposal, it shall promptly notify the Company in writing of such communication and keep the Company informed of any subsequent developments in connection therewith.
Transaction Proposals. The approval of the Transaction Proposals shall have been duly obtained in accordance with the DGCL, each Parent Party’s Organizational Documents and the rules and regulations of NASDAQ;
Transaction Proposals. (a) For purposes of this Agreement, "Transaction Proposal" means any inquiry, proposal or offer from any Person (other than a Person that is an Affiliate of the Purchasers) relating to (i) any purchase or other acquisition from the Company of assets representing 20% or more of the net revenues, net income or profits of the Company and its Subsidiaries, taken as a whole, (ii) any purchase or other acquisition of any class of securities of the Company for a purchase price in excess of $20 million, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any subsidiary whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole). For purposes of this
Transaction Proposals. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) amendment and restatement of Acquiror’s Second Amended and Restated Certificate of Incorporation, substantially in the form attached hereto as Exhibit A (with such changes as may be agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the mailing of the Proxy Statement, the “Acquiror Second A&R Charter”), including approval of the change of Acquiror’s name to “Fast Radius, Inc.” (the “Amendment Proposal”) (B) adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, in accordance with applicable Law and exchange rules and regulations (the “Merger Proposal”), (C) to the extent required by the NASDAQ listing rules, approval of the issuance of shares of Acquiror Class A Common Stock in connection with the Merger (the “NASDAQ Proposal”), (D) approval of the adoption of the Incentive Equity Plan (the “Incentive Plan Proposal”), (E) approval of the adoption of the Purchase Plan (the “Purchase Plan Proposal”), (F) approval of the adoption of the Chief Executive Officer Equity Incentive Plan (the “CEO Incentive Plan Proposal”), (G) election of directors effective as of immediately following the Closing as contemplated by Section 8.6, (H) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (J) adjournment of the Acquiror Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (J), collectively, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the Acquiror Stockholders that they vote in favor of the Transaction Proposals (a “Modification in Recommendation”). Notwithstanding anything in this Section 9.2(c) to the contrary, if, at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good fai...
Transaction Proposals. 50 8.03 Modification of Transaction Agreements; Abandonment of Distributions. . . . . . . . . . . . . . . . . . . 53 8.04 Transaction Agreements and Schedules. . . . . . . . . . . . . . . 54 8.05 Company Stockholder Approval; Proxy Statement . . . . . . . . . . 55 8.06 Retained Companies Financing. . . . . . . . . . . . . . . . . . . 56 8.07 Tender Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . 57 8.08 Information Statements. . . . . . . . . . . . . . . . . . . . . . 59 8.09 [Intentionally omitted.]. . . . . . . . . . . . . . . . . . . . . 60 8.10 Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 8.11
Transaction Proposals. (a) Subject to Section 8.02(d), the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney, accountant or other advisor, agent or representative of, the Company or any of its Subsidiaries to, (i) solicit or initiate, or encourage (including by furnishing non-public information) the submission of, any Transaction Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Transaction Proposal; provided, however, that prior to the Company Meeting, in response to an unsolicited written bona fide Transaction Proposal that in the good faith opinion of the Board of Directors of the Company could reasonably be expected to result in a Superior Proposal (as defined below), if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to result in a breach of its fiduciary duties to stockholders under applicable law, the Company may, subject to compliance with Section 8.02(c), (A) furnish information with respect to the Company to such Person making such proposal pursuant to a customary confidentiality and standstill agreement with such Person and (B) participate in negotiations regarding such Transaction Proposal. For purposes of this Agreement, "Transaction Proposal" means any inquiry, proposal or offer from any Person relating to (x) any purchase or other acquisition from the Company of assets representing 25% or more of the net revenues, net income or profits of the Company and its Subsidiaries, taken as a whole, (y) any purchase or other acquisition of 10% or more of any class of Equity Securities of the Company, or (z) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary whose business constitutes 25% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole), in each case other than the transactions contemplated by this Agreement. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its Subsidiaries and Affiliates, and their...
Transaction Proposals. 4.4 SERIES D PREFERRED STOCK PURCHASE AGREEMENT SERIES D PREFERRED STOCK PURCHASE AGREEMENT, dated as of May 7, 1998, by and among INTEK INFORMATION, INC., a Delaware corporation (the "Company"), ------- CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP V ("Conning"), a Delaware limited ------- partnership, THE BEACON GROUP III-FOCUS VALUE FUND, L.P., a Delaware limited partnership ("Beacon"), and such other parties whose names and signatures shall ------ be affixed to the signature pages hereof (collectively, the "Other Investors"). --------------- (Conning, Beacon and the Other Investors are collectively referred to herein as the "Investors," and each of them is referred to herein as an "Investor") --------- --------
Transaction Proposals. The approval of (i) the Transaction Proposals shall have been duly obtained in accordance with the DGCL, Modern Media’s Organizational Documents and the rules and regulations of NASDAQ and (ii) the Transaction shall have been duly obtained by the requisite vote of the LuxCo shareholders in accordance with the Luxembourg Company Act, if required.
Transaction Proposals. 50 8.03 Modification of Transaction Agreements; Abandonment of Distributions............53 8.04 Transaction Agreements and Schedules............................................53 8.05 Company Stockholder Approval; Proxy Statement...................................54 8.06 Retained Companies Financing....................................................56 8.07 Tender Offer....................................................................56 8.08
Transaction Proposals. (a) Subject to Section 8.02(d), the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney, accountant or other advisor, agent or representative of, the Company or any of its Subsidiaries to, (i) solicit or initiate, or encourage (including by furnishing non-public information) the submission of, any Transaction Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Transaction Proposal; provided, however, that prior to the Company Meeting, in response to an unsolicited written bona fide Transaction Proposal that in the good faith opinion of the Board of Directors of the Company could reasonably be expected to result in a Superior Proposal (as defined below), if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that failure to do so could reasonably be expected to result in a breach of its fiduciary duties to stockholders under applicable law, the Company may, subject to 50
