Transaction Proposals. Prior to the termination of this Agreement, the Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), and shall not authorize or permit any of its officers, directors, agents, representatives or advisors to (a) solicit, initiate or knowingly encourage or facilitate the submission of inquiries, proposals or offers from any Person (other than Merger Sub or Parent) relating to (i) any acquisition or purchase of over 20% of the consolidated assets of the Company or of over 20% of any class of equity securities of the Company, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any third party beneficially owning over 20% of any class of equity securities of the Company, or (iii) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company other than the transactions contemplated by this Agreement (collectively, "TRANSACTION PROPOSALS"), (b) agree to or recommend to its stockholders any Transaction Proposal, or (c) enter into or participate in any discussions or negotiations regarding a Transaction Proposal, or furnish to any Person (other than Parent, Merger Sub or any of their representatives) any information with respect to its business, properties or assets in connection with a Transaction Proposal; PROVIDED, HOWEVER, that nothing in this Agreement shall prohibit the Company (either directly or indirectly through advisors, agents or other intermediaries) from (A) furnishing information pursuant to appropriate terms of confidentiality concerning the Company and its business, properties or assets to a third party who has indicated an interest in making a bona fide Transaction Proposal (provided, that if such confidentiality terms are less favorable to the Company in any material respect than the terms of the Confidentiality Agreement, that the Confidentiality Agreement shall be deemed amended to provide for such more favorable confidentiality terms) , (B) engaging in discussions or negotiations with such third party, (C) following receipt of a bona fide Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, (D) following receipt of a bona fide Transaction Proposal, failing to make or withdrawing or modifying its recommendation ...
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. From the date hereof until the Closing Date (or the earlier termination of this Agreement), the Shareholders and the Company shall not, and the Company shall not permit any of its Subsidiaries to, and neither the Shareholders nor the Company shall authorize or permit any of their respective officers, directors, consultants or employees, or any of their respective 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 relating to any acquisition or purchase of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, spin-off, liquidation, dissolution or similar transaction involving, directly or indirectly, the Company or any of its Subsidiaries (each a "Transaction Proposal"), (ii) participate in any discussions or negotiations regarding any Transaction Proposal or furnish information about the Company to any Person except to (x) lenders and other parties to agreements with the Company and its Subsidiaries (for the specific purpose set forth in such agreements, which in no event shall include a Transaction Proposal) and (y) Buyer or MergerSub or their representatives, (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 or dispose of any equity interest in the Company or any of its Subsidiaries. The Company and the Shareholders shall cause their agents, officers, directors, representatives and Affiliates to abide by the terms of this Section 5.7. In the event that the Company or any Shareholder receives or becomes aware of any Transaction Proposal, it shall promptly notify Buyer in writing of such communication and keep Buyer informed of any subsequent developments in connection therewith.
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. 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. 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. 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
