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 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............................................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
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. 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. From the date hereof until the Closing Date (or the earlier termination of this Agreement), Seller shall not authorize or permit its officers, directors, consultants, employees, shareholders, Affiliates, investment bankers, attorneys, advisors, auditors, representatives or agents to, directly or indirectly, (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person or group of Persons relating to any acquisition or purchase of any substantial portion of the Assets or the Business, or any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, any substantial portion of the Assets or the Business, other than transactions contemplated by this Agreement (each, a "Transaction Proposal"), (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about the Assets and the Business to any Person in connection with any Transaction Proposal or potential Transaction Proposal, (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, 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.
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.
