Common use of Takeover Proposal Clause in Contracts

Takeover Proposal. Neither Red Cat, on the one hand, nor Unusual, on the other hand, shall, and each shall cause their respective Representatives, Subsidiaries or Subsidiaries’ Representatives as applicable, not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat or Unusual or any of their respective Subsidiaries, as applicable, to, afford access to the business, properties, assets, books, or records of Red Cat or Unusual 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; (ii) except where the Red Cat Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiaries; 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 Target Company Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Red Cat Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Adverse Recommendation Change”). Red Cat on the one hand, and Unusual, on the other hand, shall, and shall cause their respective Representatives, Subsidiaries and Subsidiaries’ 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 Effective Date with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat or Unusual, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 by any Representative of Red Cat or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 by the applicable Party.

Takeover Proposal. Neither Red Catthe Company, on the one hand, nor UnusualParent, on the other hand, shall, and each shall direct and cause their respective Representatives, Subsidiaries and its or its respective Subsidiaries’ Representatives 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 applicable, such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b5.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat the Company or Unusual Parent or any of their respective Subsidiaries, as applicable, Subsidiaries to, afford access to the business, properties, assets, books, or records of Red Cat the Company or Unusual Parent 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; (ii) (A) except where the Red Cat Company Board or Unusual Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat the Company or Unusual, as applicable, or any of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or UnusualParent, as applicable, 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 agreement in Principleprinciple, Letter letter of Intentintent, Term Sheetterm sheet, Acquisition Agreementacquisition agreement, Merger Agreementmerger agreement, Option Agreementoption agreement, Joint Venture Agreementjoint venture agreement, Partnership Agreementpartnership agreement, or other Target Company Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this AgreementSection 5.04, neither the Red Cat Company Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Company Adverse Recommendation Change”), nor shall the Parent Board effect a Parent Adverse Recommendation Change. Red Cat The Company on the one hand, and UnusualParent, on the other hand, shall, and shall cause their respective Representatives, Subsidiaries and their and their Subsidiaries’ Representatives to, 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 Effective Date date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat the Company or UnusualParent, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 5.04 by any Representative of Red Cat the Company or its Subsidiaries, on the one hand, or Unusual the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party party or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 Section 5.04 by the applicable Partyparty.

Takeover Proposal. Neither Red Catthe Company, on the one hand, nor UnusualParent, on the other hand, shall, and each shall direct and cause their respective Representatives, Subsidiaries and their or their respective Subsidiaries’ Representatives 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 applicable, such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b5.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat the Company or Unusual Parent or any of their respective Subsidiaries, as applicable, its Subsidiaries to, afford access to the business, properties, assets, books, or records of Red Cat the Company or Unusual Parent or any of their respective its 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; (ii) (A) except where the Red Cat Company Board or Unusual Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat the Company or Unusual, as applicable, or any of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or UnusualParent, as applicable, 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 agreement in Principleprinciple, Letter letter of Intentintent, Term Sheetterm sheet, Acquisition Agreementacquisition agreement, Merger Agreementmerger agreement, Option Agreementoption agreement, Joint Venture Agreementjoint venture agreement, Partnership Agreementpartnership agreement, or other Target Company Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this AgreementSection 5.04, neither the Red Cat Company Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Company Adverse Recommendation Change”), nor shall the Parent Board effect a Parent Adverse Recommendation Change. Red Cat The Company on the one hand, and UnusualParent, on the other hand, shall, and shall cause their respective Representatives, Subsidiaries and their and their Subsidiaries’ Representatives to, (if any) 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 Effective Date date hereof with respect to any Takeover Proposal and shall use its commercially reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat the Company or UnusualParent, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 5.04 by any Representative of Red Cat or its Subsidiariesthe Company, on the one hand, or Unusual the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party party or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 Section 5.04 by the applicable Partyparty.

Takeover Proposal. Neither Red Cat, on the one hand, nor Unusual, on the other hand, Company shall, and each shall cause their respective Representatives, Subsidiaries and its or its respective Subsidiaries’ Representatives 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 applicable, such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b): or (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat the Company or Unusual Parent or any of their respective Subsidiaries, as applicable, Subsidiaries to, afford access to the business, properties, assets, books, or records of Red Cat the Company or Unusual Parent 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; (ii) except where the Red Cat Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiaries; or (iii) enter into any Agreement agreement in Principleprinciple, Letter letter of Intentintent, Term Sheetterm sheet, Acquisition Agreementacquisition agreement, Merger Agreementmerger agreement, Option Agreementoption agreement, Joint Venture Agreementjoint venture agreement, Partnership Agreementpartnership agreement, or other Target Company Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”), (iii) agree to, approve or recommend an Takeover Proposal. Except as expressly permitted by this Agreement, the Red Cat Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Adverse Recommendation Change”). Red Cat on the one hand, and Unusual, on the other hand, The Company shall, and shall cause their respective Representatives, Subsidiaries and their and their Subsidiaries’ Representatives to, 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 Effective Date date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat the Company or UnusualParent, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 5.04 by any Representative of Red Cat the Company or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party party or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 Section 5.04 by the applicable Partyparty.

Takeover Proposal. Neither Red CatExcept as may relate to any Excluded Party (for so long as such Person or group is an Excluded Party) or as expressly permitted by this Section 5.04, on subject to the one handterms of Section 5.04(d), nor Unusualfrom and after the No-Shop Period Start Date, on the other hand, shallCompany shall not, and each shall cause their respective Representativesits Subsidiaries not to, Subsidiaries and shall not authorize or permit its and its Subsidiaries’ Representatives as applicable, not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b5.04(d): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat or Unusual the Company or any of their respective Subsidiaries, as applicable, its Subsidiaries to, afford access to the business, properties, assets, books, or records of Red Cat or Unusual the Company or any of their respective its 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; (ii) except where the Red Cat Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat the Company or Unusualany of its Subsidiaries, as applicableor (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiariesthe DGCL; or (iii) enter into any Agreement in Principle, Letter of Intent, Term Sheet, Company Acquisition Agreement, Merger Agreement, Option Agreement, Joint Venture Agreement, Partnership Agreement, or other Target Company Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this AgreementSection 5.04, the Red Cat Company Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Company Adverse Recommendation Change”). Red Cat on the one hand, and Unusual, on the other hand, shall, and shall cause their respective Representatives, Subsidiaries and Subsidiaries’ 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 Effective Date with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat or Unusual, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party or its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 by any Representative of Red Cat or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 by the applicable Party.

Takeover Proposal. Neither Red Cat, on the one hand, nor Unusual, on the other hand, Company shall, and each shall cause their respective its 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, Subsidiaries or Subsidiaries’ Representatives as applicable, ”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b): or (i) encourage, conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat or Unusual or any of their respective Subsidiaries, as applicable, the Company to, afford access to the business, properties, assets, books, or records of Red Cat or Unusual or any of their respective Subsidiaries the Company 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; (ii) except where the Red Cat Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiaries; or (iii) enter into any Agreement agreement in Principleprinciple, Letter letter of Intentintent, Term Sheetterm sheet, Acquisition Agreementacquisition agreement, Merger Agreementmerger agreement, Option Agreementoption agreement, Joint Venture Agreementjoint venture agreement, Partnership Agreementpartnership agreement, or other Target Company Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Except as expressly permitted by this Agreement, the Red Cat Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Adverse Recommendation Change”). Red Cat on the one hand, and Unusual, on the other hand, shall, and shall cause their respective Representatives, Subsidiaries and Subsidiaries’ Representatives iii) agree to, approve or recommend an Takeover Proposal. The Company shall 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 Effective Date date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat or Unusual, as applicable, and any of their respective Subsidiaries that was furnished by or on behalf of such Party or its respective Subsidiaries the Company to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 5.04 by any Representative of Red Cat or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other handCompany, whether or not such Representative is purporting to act on behalf of the applicable Party or any of its Subsidiariesparty, shall be deemed to be a breach of this 8.07 Section 5.04 by the applicable Partyparty.

Takeover Proposal. Neither Red CatExcept with respect to actions or omissions taken by or at the direction of Parent, on Merger Sub or Parent Guarantor, including in Parent Guarantor’s capacity as a director or officer of the one handCompany or any Subsidiary of the Company, nor Unusual, on the other hand, shallCompany shall not, and each shall direct and cause their respective Representatives, its Subsidiaries or and the Company’s and its Subsidiaries’ Representatives 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 applicable, such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b5.03(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat or Unusual the Company or any of their respective Subsidiaries, as applicable, its Subsidiaries to, afford access to the business, properties, assets, books, or records of Red Cat or Unusual the Company or any of their respective its 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; (ii) (A) except where the Red Cat Company Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure doing so could reasonably be expected to do so would cause it to be result in breach of its fiduciary dutiesa Superior Proposal, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat the Company or Unusualany of its Subsidiaries, as applicableor (B) approve any transaction under, or any third party becoming an “acquiring person” under, Chapter 23B.19 of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective Subsidiariesthe RCW; or (iii) enter into any Agreement agreement in Principleprinciple, Letter letter of Intentintent, Term Sheetterm sheet, Acquisition Agreementacquisition agreement, Merger Agreementmerger agreement, Option Agreementoption agreement, Joint Venture Agreementjoint venture agreement, Partnership Agreementpartnership agreement, or other Target Company Contract relating to any Takeover Proposal (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this Agreement, the Red Cat Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Adverse Recommendation Change”other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.03(b). Red Cat on the one hand, and Unusual, on the other hand, The Company shall, and shall cause their respective Representatives, its Subsidiaries and the Company’s and its Subsidiaries’ Representatives to, 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 Effective Date date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat the Company or Unusual, as applicable, and any of their respective its Subsidiaries that was furnished by or on behalf of such Party or the Company and its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 by any Representative of Red Cat or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 by the applicable Party.

Takeover Proposal. Neither Red Cat, on the one hand, nor Unusual, on the other hand, shallThe Company shall not, and each shall direct and cause their respective Representatives, its Subsidiaries or and the Company’s and its Subsidiaries’ Representatives 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 applicable, such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or 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 8.07(b3.8(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Red Cat or Unusual the Company or any of their respective Subsidiaries, as applicable, its Subsidiaries to, afford access to the business, properties, assets, books, or records of Red Cat or Unusual the Company or any of their respective its 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; (ii) except where the Red Cat Company Board or Unusual Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it the Company Board to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, the Company or any of their respective Subsidiaries to, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Red Cat or Unusual, as applicable, or any of their respective its Subsidiaries; or (iii) enter into any Agreement agreement in Principleprinciple, Letter letter of Intentintent, Term Sheetterm sheet, Acquisition Agreementacquisition agreement, Merger Agreementmerger agreement, Option Agreementoption agreement, Joint Venture Agreementjoint venture agreement, Partnership Agreementpartnership agreement, or other Target Company Contract relating to any Takeover Proposal (each, an a “Company Acquisition Agreement”). Except as expressly permitted by this AgreementSection 3.8, the Red Cat Company Board shall not effect a Red Cat Adverse Recommendation Change (“Red Cat Company Adverse Recommendation Change”). Red Cat on the one hand, and Unusual, on the other hand, The Company shall, and shall cause their respective Representatives, its Subsidiaries and the Company’s and its Subsidiaries’ Representatives to, 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 Effective Date date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Red Cat the Company or Unusual, as applicable, and any of their respective its Subsidiaries that was furnished by or on behalf of such Party or the Company and its respective Subsidiaries to return or destroy (and confirm destruction of) all such information. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 8.07 3.8 by any Representative of Red Cat the Company or its Subsidiaries, on the one hand, or Unusual or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Party Company or any of its Subsidiaries, shall be deemed to be a breach of this 8.07 Section 3.8 by the applicable PartyCompany.