Common use of Other Proposals Clause in Contracts

Other Proposals. Except as otherwise set forth in this Section 9.2(a), the Sellers and their agents shall not solicit any proposal from any Person or Persons to acquire, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not (i) furnish information with respect to the Sellers or the Business to any person or persons making such proposal or inquiry (which may include a person or persons that made inquiries or proposals prior to the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order of the Bankruptcy Court, enter into one or more agreements with any such person or persons with respect to a G&G Superior Proposal and, prior to or concurrently therewith, terminate this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person or persons to acquire, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000.

Other Proposals. Except as otherwise set forth in this Section 9.2(a)Until the Release Time, subject to the Sellers fiduciary duties of Kinetiks and their agents shall not solicit Elinear's officers and directors, authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of Kinetiks or Elinear, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G to (an "Alternative Transaction"A) or any inquiry which may result in such a proposal from initiate contact with any person or entity in an effort to solicit any Kinetiks Takeover Proposal (provided that as such term is defined in no event shall the filing ofthis Subsection, submission of documents (B) cooperate with, or furnish or cause to be furnished any nonpublic information concerning its business, properties, or the presentation of evidenceassets, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not (i) furnish information with respect to the Sellers or the Business to any person or persons making such proposal or inquiry entity in connection with any Kinetiks Takeover Proposal, (which may include a C) negotiate with any person or persons that made inquiries or proposals prior to the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order of the Bankruptcy Court, enter into one or more agreements with any such person or persons entity with respect to a G&G Superior any Kinetiks Takeover Proposal, or (D) enter into any agreement or understanding with the intent to effect any Kinetiks Takeover Proposal. Kinetiks will immediately give written notice to Imagenuity of the details of any Kinetiks Takeover Proposal andof which Kinetiks becomes aware. As used in this Subsection, prior to or concurrently therewith"Kinetiks Takeover Proposal" shall mean any proposal, terminate other than as contemplated by this Agreement. "G&G Superior Proposal" means , for a merger, consolidation, reorganization, or other business combination involving Kinetiks, for the acquisition of a five percent or greater interest in the equity or in any bona fide proposal made by class or series of capital stock of Kinetiks, for the acquisition of the right to cast five percent or more of the votes on any person matter with respect to Kinetiks, or persons to acquire, directly or indirectly, all or substantially all for the acquisition of a substantial portion of any of the assets other than in the ordinary course of its businesses or the effect of which may be to prohibit, restrict, or delay the consummation of the Business Merger or more than 50% any of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for other transactions described in this Agreement (taking into account all factors relating or impair the benefits to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors Imagenuity of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Merger.

Other Proposals. Except as otherwise set forth in this Section 9.2(a)Until the Release Time, the Sellers Company shall not, and their agents shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of the Company, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not : (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 4.01(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 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 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 the Company determines in good faith, based on the advice of its counsel, that the failure to take any such action would violate its fiduciary duties to the Company's shareholders. The Company will immediately give written notice to WMLLC of the details of any Company Takeover Proposal of which the Company becomes aware. As used in this Section 4.01(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 the 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 the Company, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to the Sellers Company or any subsidiary of the Business to Company, or for the acquisition of one of its divisions or of a substantial portion of any person or persons making such proposal or inquiry (of its respective assets, the effect of which may include a person be to prohibit, restrict, or persons that made inquiries or proposals prior to delay the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order consummation of the Bankruptcy Court, enter into one Merger or more agreements with any such person or persons with respect to a G&G Superior Proposal and, prior to or concurrently therewith, terminate of the other transactions contemplated by this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person , or persons impair the contemplated benefits to acquire, directly or indirectly, all or substantially all WMLLC of the assets Merger or any of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in other transactions contemplated by this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Agreement.

Other Proposals. Except as otherwise set forth in this Section 9.2(a)Until the Release Time, the Sellers Company shall not, and their agents shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of the Company, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not : (i) furnish information initiate contact with respect to the Sellers or the Business to any person or persons making such proposal or inquiry (which may include a person or persons that made inquiries or proposals prior entity in an effort to the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order of the Bankruptcy Court, enter into one or more agreements with solicit any such person or persons with respect to a G&G Superior Takeover Proposal and, prior to or concurrently therewith, terminate this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person or persons to acquire, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below); (ii) cooperate with, which for purposes or furnish or cause to be furnished any non-public information concerning the financial condition, results of this Section 9.2(a) shall be deemed operations, businesses, properties, assets, liabilities, or future prospects of the Company to equal $2.64 million, and 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 Expense Reimbursement intent to effect a Company Takeover Proposal; provided, however, that the Company shall be entitled to take any action described in the foregoing clauses (as defined belowii)-(iv) if and to the extent that the Board of Directors of the Company determines in good faith, based on the advice of its counsel, that the failure to take any such action would violate its fiduciary duties to the Company's shareholders. The Company will immediately give prompt written notice to Direct Connect of the details of any Company Takeover Proposal of which the Company becomes aware. As used in this Section 3.1(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 the Company, for the acquisition of a 15% or greater interest in the equity or in any class or series of capital stock of the Company, for the acquisition of the right to cast 15% or more of the votes on any matter with respect to the Company or any Company subsidiary, or for the acquisition of one of 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 for purposes may be to prohibit, restrict, or delay the consummation of the Merger or any of the other transactions contemplated by this Section 9.2(a) shall be deemed Agreement or impair the contemplated benefits to equal $1,250,000Direct Connect of the Merger or any of the other transactions contemplated by this Agreement.

Other Proposals. Except as otherwise set forth in this Section 9.2(a), Until the Sellers and their agents Release Time the Parent shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of the Parent, directly or indirectly, all to: (x) initiate contact with any person or substantially all entity in an effort to solicit any Takeover Proposal (as such term is defined in this Section 4.01(i)); (y) 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 the assets Parent to, any person or entity in connection with any Takeover Proposal; (z) negotiate with any person or entity with respect to any Takeover Proposal; or (xx) enter into any agreement or understanding with the intent to effect a Takeover Proposal; provided, however, that the Parent shall be entitled to take any action described in the foregoing clauses (x)- (xx) if and to the extent that the Board of Directors of the Business 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 the Parent. The Parent will immediately give written notice to FM&I of the details of any Takeover Proposal of which the Parent becomes aware. As used in Section 4.01(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 the 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 the Parent, for the acquisition of the right to cast ten percent (10%) or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or votes on any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not (i) furnish information matter with respect to the Sellers Parent, or for the Business to acquisition of one of their divisions or of a substantial portion of any person or persons making such proposal or inquiry (of their respective assets, the effect of which may include a person be to prohibit, restrict, or persons that made inquiries or proposals prior to delay the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order consummation of the Bankruptcy Court, enter into one Merger or more agreements with any such person or persons with respect to a G&G Superior Proposal and, prior to or concurrently therewith, terminate of the other transactions contemplated by this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person , or persons impair the contemplated benefits to acquire, directly or indirectly, all or substantially all FM&I of the assets Merger or any of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in other transactions contemplated by this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Agreement.

Other Proposals. Except as otherwise set forth in this Section 9.2(a)Until the Release Time, neither the Sellers Parent nor the Merger-Sub shall, and their agents shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of the Parent or the Merger-Sub, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not : (i) initiate contact with any person or entity in an effort to solicit any Takeover Proposal (as such term is defined in this Section 4.01(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 the Parent or the Merger-Sub 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 the Parent and the Merger-Sub 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 the Parent or the Merger-Sub determines in good faith, based on the advice of their respective counsel, that the failure to take any such action would violate its fiduciary duties to the Parent or the Merger-Sub's stockholders. The Parent or the Merger-Sub will immediately give written notice to Mango of the details of any Takeover Proposal of which the Parent or the Merger-Sub becomes aware. As used in Section 4.01(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 the Parent or the Merger-Sub, for the acquisition of a ten percent (10%) or greater interest in the equity or in any class or series of capital stock of the Parent or the Merger-Sub, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to the Sellers Parent or the Business to Merger-Sub, or for the acquisition of one of its divisions or of a substantial portion of any person or persons making such proposal or inquiry (of their respective assets, the effect of which may include a person be to prohibit, restrict, or persons that made inquiries or proposals prior to delay the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order consummation of the Bankruptcy Court, enter into one Merger or more agreements with any such person or persons with respect to a G&G Superior Proposal and, prior to or concurrently therewith, terminate of the other transactions contemplated by this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person , or persons impair the contemplated benefits to acquire, directly or indirectly, all or substantially all Mango of the assets Merger or any of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in other transactions contemplated by this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Agreement.

Other Proposals. Except as otherwise set forth in this Section 9.2(a), Until the Sellers and their agents Release Time the Parent shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of the Parent, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not : (i) initiate contact with any person or entity in an effort to solicit any Takeover Proposal (as such term is defined in this Section 4.01(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 the Parent 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 the Parent 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 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 the Parent. The Parent will immediately give written notice to FED of the details of any Takeover Proposal of which the Parent becomes aware. As used in Section 4.01(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 the 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 the Parent, for the acquisition of the right to cast ten percent (10%) or more of the votes on any matter with respect to the Sellers Parent, or for the Business to acquisition of one of their divisions or of a substantial portion of any person or persons making such proposal or inquiry (of their respective assets, the effect of which may include a person be to prohibit, restrict, or persons that made inquiries or proposals prior to delay the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order consummation of the Bankruptcy Court, enter into one Merger or more agreements with any such person or persons with respect to a G&G Superior Proposal and, prior to or concurrently therewith, terminate of the other transactions contemplated by this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person , or persons impair the contemplated benefits to acquire, directly or indirectly, all or substantially all FED of the assets Merger or any of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in other transactions contemplated by this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Agreement.

Other Proposals. Except as otherwise set forth in this Section 9.2(a)Until the Release Time, the Sellers and their agents Duck shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of Duck, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not (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 Sellers or intent to effect a Takeover Proposal; provided, however, that Duck shall be entitled to take any action described in the Business to any person or persons making such proposal or inquiry foregoing clauses (which may include a person or persons that made inquiries or proposals prior ii)-(iv) if and to the date hereofextent 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 (ii10%) participate or greater interest in discussions and/or negotiations regarding such proposal the equity or inquiry and (iii) subject to approval by order in any class or series of capital stock of Duck, for the acquisition of the Bankruptcy Court, enter into one right to cast ten percent (10%) or more agreements with of the votes on any such person or persons matter with respect to Duck, or for the acquisition of one of their divisions or of a G&G Superior Proposal andsubstantial portion of any of their respective assets, prior the effect of which may be to prohibit, restrict, or concurrently therewith, terminate delay the consummation of the Merger or any of the other transactions contemplated by this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person , or persons impair the contemplated benefits to acquire, directly or indirectly, all or substantially all the Parent of the assets Merger or any of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in other transactions contemplated by this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Agreement.

Other Proposals. Except as otherwise set forth in this Section 9.2(a)Until the Release Time, the Sellers and their agents FED shall not solicit authorize or permit any proposal from any Person officer, director, employee, counsel, agent, investment banker, accountant, or Persons to acquireother representative of FED, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not (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 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 Sellers or intent to effect a Takeover Proposal; PROVIDED, HOWEVER, that FED shall be entitled to take any action described in the Business to any person or persons making such proposal or inquiry foregoing clauses (which may include a person or persons that made inquiries or proposals prior ii)-(iv) if and to the date hereofextent that the Board of Directors of 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 FED. FED will immediately give written notice to the Parent of the details of any Takeover Proposal of which 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 FED, for the acquisition of a ten percent (ii10%) participate or greater interest in discussions and/or negotiations regarding such proposal the equity or inquiry and (iii) subject to approval by order in any class or series of capital stock of FED, for the acquisition of the Bankruptcy Court, enter into one right to cast ten percent (10%) or more agreements with of the votes on any such person or persons matter with respect to FED, or for the acquisition of one of their divisions or of a G&G Superior Proposal andsubstantial portion of any of their respective assets, prior the effect of which may be to prohibit, restrict, or concurrently therewith, terminate delay the consummation of the Merger or any of the other transactions contemplated by this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person , or persons impair the contemplated benefits to acquire, directly or indirectly, all or substantially all the Parent of the assets Merger or any of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in other transactions contemplated by this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $2.64 million, and (iii) the Expense Reimbursement (as defined below), which for purposes of this Section 9.2(a) shall be deemed to equal $1,250,000Agreement.