Barnes & Noble, Inc. (BKS)

[ElevenWall]

Maybe not quite a done deal...

Non-Solicitation; Recommendation. The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, the Company is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, provide non-public information to third parties and engage in negotiations with third parties regarding alternative acquisition proposals, subject to customary exceptions. Notwithstanding such restrictions, the Company is permitted to continue ongoing discussions and negotiations with certain third parties (“Excluded Parties”) regarding certain alternative acquisition proposals submitted by such Excluded Parties prior to May 29, 2019. Subject to certain exceptions, the Company is required to call a meeting of its stockholders to vote on a proposal to adopt the Merger Agreement and to recommend that its stockholders adopt the Merger Agreement.