Certain Permitted Disclosure. Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Fox Corp), Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Walt Disney Co/)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f6.2(f).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Time Warner Inc.), Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger
Certain Permitted Disclosure. Nothing contained in this Section 5.02 5.5 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit either the Company or Company Board from complying with its disclosure obligations under applicable U.S. federal or state Law law with regard to a Company an Acquisition Proposal; provided provided, however, that this paragraph (h) if such disclosure has the effect of withdrawing or adversely modifying the Company Recommendation, such disclosure shall not be deemed to permit the Company or the Company’s Board be a Change of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f)Recommendation.
Appears in 2 contracts
Samples: Share Acquisition Agreement (First Trinity Financial CORP), Share Acquisition Agreement (First Trinity Financial CORP)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided provided, that this paragraph (h) shall not be deemed to permit the Company, the Company Board or the Company’s Board of Directors Special Committee to effect a Company Change in Recommendation except in accordance with Section 5.02(f) or Section 5.02(g).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Homefed Corp)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 3.4 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law law with regard to a Company an Acquisition Proposal; provided provided, however, that this paragraph (h) if such disclosure does not reaffirm the Company Recommendation or has the substantive effect of withdrawing or adversely modifying the Company Recommendation, such disclosure shall not be deemed to permit the Company or the Company’s Board of Directors to effect be a Company Change in Recommendation except and Purchaser shall have the right to terminate this Agreement as set forth in accordance with Section 5.02(f5.1(h).
Appears in 2 contracts
Samples: Investment Agreement (Flagstar Bancorp Inc), Investment Agreement (Flagstar Bancorp Inc)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided provided, that (i) this paragraph (hSection 6.2(h) shall not be deemed to permit the Company or the Company’s Board board of Directors directors to effect make a Company Change in Recommendation except in accordance with Section 5.02(f)6.2(g) and (ii) any communication related to an Acquisition Proposal shall expressly state that the Company’s board of directors has not changed the Company Recommendation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Front Yard Residential Corp), Agreement and Plan of Merger (Front Yard Residential Corp)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).
Appears in 1 contract
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.04 shall be deemed to prohibit the Company or the Partnership from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Columbia Equity Trust, Inc.)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (hSection 6.2(g) shall not be deemed to permit the Company or the Company’s Board board of Directors directors of the Company (or any committee thereof) to effect make a Company Change in Recommendation except in accordance with Section 5.02(f6.2(e) or Section 6.2(f).
Appears in 1 contract
Certain Permitted Disclosure. Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f5.02 (f).
Appears in 1 contract
Samples: Agreement and Plan of Merger
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board board of Directors directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f6.2(f).
Appears in 1 contract
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (hSection 6.2(h) shall not be deemed to permit the Company or the Company’s Board board of Directors directors to effect make a Company Change in Recommendation except in accordance with Section 5.02(f6.2(g).
Appears in 1 contract
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law law with regard to a Company an Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aames Investment Corp)
Certain Permitted Disclosure. Nothing contained in this Section 5.02 4.12 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law law with regard to a Company an Acquisition Proposal; provided provided, however, that this paragraph (h) if such disclosure does not reaffirm the Company Recommendation or has the effect of withdrawing or adversely modifying the Company Recommendation, such disclosure shall not be deemed to permit be a Change of Recommendation and the Company or Investor shall have the Company’s Board of Directors right to effect a Company Change terminate this Agreement as set forth in Recommendation except in accordance with Section 5.02(f5.1(g).
Appears in 1 contract
Certain Permitted Disclosure. Nothing contained in this Section 5.02 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company an Acquisition Proposal; provided that this paragraph (hSection 6.2(g) shall not be deemed to permit the Company or the Company’s Board board of Directors directors of the Company to effect make a Company Change in Recommendation except in accordance with Section 5.02(f6.2(e) or Section 6.2(f).
Appears in 1 contract
