Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Gensym Corp), Agreement and Plan of Merger (Matrixone Inc), Agreement and Plan of Merger (Mapinfo Corp)

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Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any other disclosure to the Company’s stockholders if, in or the good faith judgment of general public if the Company BoardBoard determines in good faith, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations that such disclosure is likely required under applicable lawLaw.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Yellow Roadway Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or 5.1, in Section 6.5 (5.5 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose such action would be inconsistent with its obligations required under applicable lawLegal Requirements.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (Sys), Agreement and Plan of Merger and Reorganization (Sys)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (6.3 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations required under applicable lawLegal Requirements.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (California Micro Devices Corp), Agreement and Plan of Merger (Intersil Corp/De)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 7.2 or in Section 6.5 7.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable lawLaw.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Concord Communications Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company either party from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Merger Partner Board or the Public Company Board, as the case may be, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.), Agreement and Plan of Merger (Critical Therapeutics Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Avid Technology Inc), Agreement and Plan of Merger (Pinnacle Systems Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) 6.6 shall be deemed to prohibit the Public Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Public Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Golf Trust of America Inc), Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or 5.1, in Section 6.5 (5.5 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable lawLegal Requirements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (On Semiconductor Corp), Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or 5.1, in Section 6.5 (5.5 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations required under applicable lawLegal Requirements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Amis Holdings Inc), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp)

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Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any other disclosure to the Company’s its stockholders if, in the good faith judgment of the Company Board, after consultation with based on the advice of outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Perkinelmer Inc), Agreement and Plan of Merger (Packard Bioscience Co)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 7.2 or in Section 6.5 7.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable lawLaw.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Niku Corp)

Certain Permitted Disclosure. Nothing contained in this Section ---------------------------- 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with based on the opinion of outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keane Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company or its Board of Directors from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure the Company is required to do so disclose would be inconsistent in order for the Company Board to comply with its fiduciary obligations under applicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matritech Inc/De/)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valley National Gases Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any required disclosure to the Company’s 's stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity Inc)

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