Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Section 6.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors is affirmed or remains unchanged; provided, further, that this paragraph (h) shall not be deemed to permit Parent or Parent’s board of directors to effect a Parent Change in Recommendation except in accordance with Section 6.3(f).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.), Voting Agreement (Newhouse Broadcasting Corp)

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Certain Permitted Disclosure. Nothing contained in this Section 6.3 5.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors the Parent Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.3(g) shall not be deemed to permit Parent or Parent’s board of directors the Parent Board to effect a Parent Change in Recommendation Recommendation, except in accordance with Section 6.3(f5.3(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Engility Holdings, Inc.)

Certain Permitted Disclosure. Nothing contained in this Section 6.3 5.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors the Parent Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.3(h) shall not be deemed to permit Parent or Parent’s board of directors the Parent Board to effect a Parent Change in Recommendation Recommendation, except in accordance with Section 6.3(fSections 5.3(f) or 5.3(g).

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger and Reorganization (Twilio Inc)

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Certain Permitted Disclosure. Nothing contained in this Section 6.3 5.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors the Parent Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.3(h) shall not be deemed to permit Parent or Parent’s board of directors the Parent Board to effect a Parent Change in Recommendation except in accordance with Section 6.3(fSections 5.3(f) or 5.3(g). Parent shall not submit to the vote of its stockholders any Parent Acquisition Proposal or Parent Superior Proposal prior to the termination of this Agreement.

Appears in 1 contract

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

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