Common use of Certain Disclosures Clause in Contracts

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) making any disclosure to the stockholders of the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f) shall only be made in compliance with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.1, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Kimball International Inc)

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Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communicationcommunication in connection with the making or amendment of a tender offer or exchange offer); (ii, making a customary “stop-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act (iiior any similar communication) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) from making any disclosure disclosures to the stockholders of Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and any communication by the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (pursuant to this Section 5.3(g) shall not be deemed to be a Company Board Recommendation Change; provided, that the foregoing shall in no way eliminate or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f5.3(g) shall only must be made in compliance with subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.15.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d5.3(e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Datto Holding Corp.), Agreement and Plan of Merger (Datto Holding Corp.)

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communicationcommunication in connection with the making or amendment of a tender offer or exchange offer); (ii, making a customary “stop-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act (iiior any similar communication) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) from making any disclosure disclosures to the stockholders of Company Stockholders required by applicable securities Laws with regard to the Company (including regarding the business, financial condition Transactions or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreementan Acquisition Proposal, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f5.3(f) shall only must be made in compliance with subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.15.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d5.3(c). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof) that describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of this Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quotient Technology Inc.)

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) making any disclosure to the stockholders of the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f) shall only be made in compliance with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.1, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d).. (g)

Appears in 1 contract

Samples: 96592628v24 Agreement and Plan of Merger (Hni Corp)

Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communicationcommunication in connection with the making or amendment of a tender offer or exchange offer); (ii, making a customary “stop-look-and-listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; Act (iiior any similar communication) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) from making any disclosure disclosures to the stockholders of Company Stockholders pursuant to applicable securities Laws with regard to the Transactions or an Acquisition Proposal and no such communication by the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (permitted by this Section 5.3(f) shall be deemed to be a Company Board Recommendation Change; provided, that the foregoing shall in no way eliminate or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, modify the effect that such disclosure would otherwise have under this Agreement and it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f5.3(f) shall only must be made in compliance with subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.15.3, and it being further understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d5.3(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kaleyra, Inc.)

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Certain Disclosures. Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or complying any similar communication in connection with Rule 14d-9 promulgated under the Exchange Actmaking or amendment of a tender offer or exchange offer), including (ii) making a customary “stop, look and -look-and-listen” communication by to the Company Board (or a committee thereof) to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii, and such communication or disclosure, as applicable, shall not be considered a Company Board Recommendation Change or termination and shall not require the giving of a Determination Notice or compliance with the procedures set forth in Section 5.3(d) complying with Item 1012(aor Section 5.3(e) of Regulation M-A promulgated under the Exchange Act; or (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) making any disclosure to the stockholders Company Stockholders if, in the good faith judgment of the Company (including regarding Board, after consultation with outside legal counsel, the business, financial condition or results of operations failure to do so would reasonably be likely to be inconsistent with the fiduciary duties of the Company and its Subsidiaries) that the Company Board (under applicable Law or a committee thereof) has determined to make in good faith in order to comply with violate any disclosure requirements under applicable Law, regulation or stock exchange rule or listing agreement, it being understood ; provided that any such statement disclosure that would constitute or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f) shall only be made in compliance with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.1, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect contain a Company Board Recommendation Change other than shall be subject to, and may only be made in accordance with with, the provisions of Section 5.1(d5.3(d), and the foregoing shall in no way eliminate or modify the effect that such disclosure would otherwise have under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Darden Restaurants Inc)

Certain Disclosures. Nothing in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders holders of the Company Shares a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) the Company Special Committee to the stockholders holders of the Company Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication)Act; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iv) making any disclosure to the stockholders holders of the Company (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith in order to comply with Shares as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (1) any such statement or disclosure made by the Company Board (or a committee thereof) the Company Special Committee pursuant to this Section 5.1(f5.3(f) shall only be made in compliance must comply with the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board (or any committee thereof) the Company Special Committee and the rights of the Parent under this Section 5.15.3, it being understood that and (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board or any committee thereof (or a committee thereofincluding the Company Special Committee) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d5.3(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Certain Disclosures. Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1‎5.3; or (iv) making any disclosure to the stockholders of the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) has determined to make in good faith in order to comply with applicable Law, regulation or stock exchange rule or listing agreementlaw, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(f‎5.3(g) shall only must be made in compliance with subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.1‎5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(d‎5.3(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Natus Medical Inc)

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