Common use of Other Proposals Clause in Contracts

Other Proposals. Until the Release Time, Duck shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of Duck, 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 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; provided, however, that 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 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 Duck. Duck will immediately give written notice to the Parent of the details of any Takeover Proposal of which 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 Duck, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of Duck, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to Duck, 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, Duck the Company shall not, and shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of Duckthe Company, 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(d)below); (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 Duck to, 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; provided, however, that Duck 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 Duck 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 DuckCompany's shareholders. Duck The Company will immediately give prompt written notice to the Parent Direct Connect of the details of any Company Takeover Proposal of which Duck the Company becomes aware. As used in this Section 4.02(d3.1(j), "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 Duckthe Company, for the acquisition of a ten percent (10%) 15% or greater interest in the equity or in any class or series of capital stock of Duckthe Company, for the acquisition of the right to cast ten percent (10%) 15% or more of the votes on any matter with respect to Duckthe Company or any Company subsidiary, or for the acquisition of one of their its divisions or of a substantial portion of any of their respective assets, other than in the ordinary course of their respective businesses, 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, Agreement or impair the contemplated benefits to the Parent Direct Connect of the Merger or any of the other transactions contemplated by this Agreement.

Other Proposals. Until the Release Time, Duck FED shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of DuckFED, 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 Duck 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; providedPROVIDED, howeverHOWEVER, that Duck 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 Duck 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 DuckFED. Duck FED will immediately give written notice to the Parent of the details of any Takeover Proposal of which Duck 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 DuckFED, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of DuckFED, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to DuckFED, 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, Duck Time the Parent shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of Duckthe 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 Duck 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; provided, however, that Duck 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 Duck 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 Duckthe Parent. Duck The Parent will immediately give written notice to the Parent FM&I of the details of any Takeover Proposal of which Duck 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 Duckthe 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 Duckthe Parent, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to Duckthe 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, Duck the Company shall not, and shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of Duckthe 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 Duck 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; provided, however, that Duck 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 Duck 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 DuckCompany's shareholders. Duck The Company will immediately give written notice to the Parent WMLLC of the details of any Company Takeover Proposal of which Duck 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 Duckthe 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 Duckthe Company, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to Duckthe 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.