Transaction Proposals Sample Clauses

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. (a) For purposes of this Agreement, "Transaction Proposal" means any inquiry, proposal or offer from any Person (other than a Person that is an Affiliate of the Purchasers) relating to (i) any purchase or other acquisition from the Company of assets representing 20% or more of the net revenues, net income or profits of the Company and its Subsidiaries, taken as a whole, (ii) any purchase or other acquisition of any class of securities of the Company for a purchase price in excess of $20 million, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any subsidiary whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole). For purposes of this

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 effectiveness of the Registration Statement, the “Acquiror A&R Charter”), including approval of the change of Acquiror’s name to “Berkshire Grey, Inc.,” (B) the adoption and approval of this Agreement, the other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger and PIPE Investment, (D) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (E) the election of directors effective as of the Closing as contemplated by Section 7.6, (F) 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, (G) 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 (H) 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 (H), 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. To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and (y) Acquiror agrees that if the Acquiror Stockholder Approval shall not have been obtained at any such Acquiror Stockholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(c), and hold additional Acquiror Stockholders’ Meetin...

Transaction Proposals. 4.4 SERIES D PREFERRED STOCK PURCHASE AGREEMENT SERIES D PREFERRED STOCK PURCHASE AGREEMENT, dated as of May 7, 1998, by and among INTEK INFORMATION, INC., a Delaware corporation (the "Company"), ------- CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP V ("Conning"), a Delaware limited ------- partnership, THE BEACON GROUP III-FOCUS VALUE FUND, L.P., a Delaware limited partnership ("Beacon"), and such other parties whose names and signatures shall ------ be affixed to the signature pages hereof (collectively, the "Other Investors"). --------------- (Conning, Beacon and the Other Investors are collectively referred to herein as the "Investors," and each of them is referred to herein as an "Investor") --------- --------

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 50

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. PREFERRED STOCK PURCHASE AGREEMENT AGREEMENT, dated as of February 3, 1997, by and among INTEK INFORMATION INC., a Delaware corporation (the "Company"), THE BEACON GROUP III - FOCUS VALUE FUND, L.P., a Delaware limited partnership ("Beacon"), SQUAM LAKE INVESTORS II, L.P., a Delaware limited partnership ("SLI") and ▇▇▇▇ & COMPANY, INC., a Massachusetts corporation ("Bain"). (Bain and SLI are collectively referred to herein as the "Bain Entities") (Beacon and the Bain Entities are collectively referred to herein as the "Investors," and each of them is referred to herein as "Investor")

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