Certain Permitted Disclosures. Nothing contained in Section 7.2(a) shall be deemed to prohibit the Company (at the direction of the Special Committee) or the directors of the Company from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided that the Special Committee may not effect a Change of Recommendation unless permitted to do so under, and in compliance with, this Section 7.2; and provided, further, that any “stop, look and listen” or substantially similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Voltari Corp), Agreement and Plan of Merger (Cadus Corp), Agreement and Plan of Merger (Federal-Mogul Holdings Corp)
Certain Permitted Disclosures. Nothing contained in Section 7.2(a6.2(a) shall be deemed to prohibit the Company (at the direction of the Special Committee) or the directors of the Company from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided that neither the board of directors nor the Special Committee may not effect affect a Change of Recommendation unless permitted to do so under, and in compliance with, this Section 7.26.2; and provided, further, that any “stop, look and listen” or substantially similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (21st Century Insurance Group)
Certain Permitted Disclosures. Nothing contained in Section 7.2(a6.2(a) shall be deemed to prohibit the Company (at the direction of the Special Committee) or the directors of the Company from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided that neither the board of directors nor the Special Committee may not effect affect a Change of Recommendation unless permitted to do so under, and in compliance with, this Section 7.26.2; and provided, further, that any “"stop, look and listen” " or substantially similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a Change of Recommendation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American International Group Inc)
