Takeover Proposal Sample Clauses

Takeover Proposal. (a) Subject to the terms of this Section 5.2, from and after the date of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective officers, directors, 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”) to, cease any discussions or negotiations with any third party Person or its Representatives that may then be ongoing with respect to a Takeover Proposal and shall (x) use its reasonable best efforts to have returned to the Company or destroyed any confidential information that has been provided in any such discussions or negotiations; (y) cease providing any further information with respect to the Company or any Takeover Proposal to any such Person or its Representatives; and (z) immediately terminate all access granted to any such Person or its Representatives to any physical or electronic data room (or any other due diligence access). From and after the date of this Agreement, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its or their Representatives to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, following the receipt of a Superior Proposal (as hereinafter defined) or a proposal which is reasonably expected to lead to a Superior Proposal that in either case was made (and not withdrawn) after the date of this Agreement and prior to the receipt of the Shareholder Approval, in circumstances not involving a breach of this Agreement, the Company Board determines in good faith, after considering applicable provisions of state Law and after consultation with outside counsel, that a failure to do so would be inconsistent with the fiduciary duties of directors under Pennsylvania Law, the Company may, in response to such Takeover Proposal and subject to compliance with Section 5.2(b) and Section 5.2(c), (A) request information from the Person making such Takeover Proposal for the sole purpose of the Com...

Takeover Proposal. 46 Target............................................................................................................1

Takeover Proposal. Section 4.02(b) tax returns............................................. Section 3.01(r) taxes................................................... Section 3.01(r) taxing authority........................................ Section 3.01(r) Termination Fee......................................... Section 5.06(b) Treasury Regulations.................................... Section 3.01(r) Warrants................................................ Section 3.01(c) EXHIBIT A TO THE MERGER AGREEMENT ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION FIRST: The name of the corporation (hereinafter called the "Corporation") is Motorsports Authentics, Inc.

Takeover Proposal. Takeover Proposal" means (i) any tender or exchange offer, (ii) any other proposal to takeover control of the Company or a merger, share exchange, other business combination, recapitalization, restructuring, liquidation or similar transaction involving the Company or any of its material subsidiaries, or any proposal or offer to acquire in any manner Voting Securities of the Company representing more than 20% of the Total Voting Power of the Company or any of its material subsidiaries, a substantial equity interest in any of the Company's material subsidiaries or a substantial portion of the assets of the Company or any of its material subsidiaries, (iii) any waiver or opt out of any anti-takeover statutes or other anti-takeover provisions applicable to the Company, or (iv) a proposal having similar effect.

Takeover Proposal. 5.4(b) Tax.................................................... 3.12(c) Taxes.................................................. 3.12(c) Tax Return............................................. 3.12(c) Termination Fee........................................ 8.1(b) Title IV Plan`......................................... 3.11(a) Trademarks............................................. 3.13(c) Transactions...........................................

Takeover Proposal. Section 4.02(a) taxes........................................................Section 3.01(n) Termination Fee..............................................Section 5.06(b) Trustee......................................................Section 5.13(a) EXHIBIT A TO THE MERGER AGREEMENT Form of Certificate of Incorporation of the Surviving Corporation

Takeover Proposal. Section 4.02(a) tax............................................................Section 3.01(i) Termination Fee................................................Section 5.07(b)

Takeover Proposal. 5.10(a) Termination Fee................................................. 7.5(a) Terminating Company Breach...................................... 7.1(g) Terminating Parent Sub Breach................................... 7.1(h) Transfer Taxes.................................................. 8.6 Welfare Plan.................................................... 3.14(a)(iii) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July 10, 2000, among BARNETT, INC., a Delaware corporation (the "Company"), WILMAR INDUST▇▇▇▇, ▇NC., a New Jersey corporation ("Parent") and BW ACQUISITION, INC., a Delaware corporation ("Merger Sub").

Takeover Proposal. Section 4.02(a) tax.............................................................Section 3.01(n) taxing authority................................................Section 3.01(n) tax return......................................................Section 3.01(n) Tier I Employee.................................................Section 3.01(g) Tier II Employee................................................Section 3.01(g) EXHIBIT A TO THE MERGER AGREEMENT Restated Articles of Incorporation ---------------------------------- of the Surviving Corporation ---------------------------- FIRST: The name of the corporation (hereinafter called the "Corporation") is Guidant Corporation.