"(v) the Emmis board of directors waiving certain provisions of the Indiana Business Corporations Law and agreeing to submit any required merger directly to the Emmis stockholders for approval without the Board's recommendation of the merger."
So if the buyer owns the majority of the stock, how can the board be asked to agree to vacate its fiduciary responsibility to all of the shareholders?
If another bidder enters they will be forced to deal with them. No one is preventing anyone from bidding. They just watched Regent disappear into thin air due to a lack of bidders. So they know that now is the perfect time to kill the stock price run and make their offer because a competitive bid is unlikely.