Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Wind River Systems Inc)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of Board Recommendation, provided that the Company shall not have withdrawn or modified such Board described Recommendation as provided in Section 4.4(b7.3(e) or Section 7.3(f). The Company shall not withdraw or modify such recommendation Board Recommendation in any manner adverse to Purchaser Sub or Parent except as provided in Section 7.5(b7.3(e) or Section 7.3(f). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (PARETEUM Corp), Agreement and Plan of Merger (Ipass Inc), Agreement and Plan of Merger (Microsemi Corp)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement, subject to Section 6.3(e). The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the OfferRecommendation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sri Surgical Express Inc), Agreement and Plan of Merger (Technology Research Corp), Agreement and Plan of Merger (Coleman Cable, Inc.)
Company Action. (a) The Subject to Section 6.05(c), the Company (i) hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company 3.04 and (ii) shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b)Parent. The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the OfferOffer and, if applicable, their respective Stockholder Support Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baycorp Holdings LTD), Agreement and Plan of Merger (Baycorp Holdings LTD)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this AgreementOffer. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b4.3(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser Merger Sub or Parent except as provided in Section 7.5(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer6.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (Kintera Inc)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b7.3(c). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitesse Semiconductor Corp), Agreement and Plan of Merger (Microsemi Corp)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of Board Recommendation, unless the Company shall have withdrawn or modified such Board described Recommendation as provided in Section 4.4(b7.3(e) or Section 7.3(f). The Company shall not withdraw or modify such recommendation Board Recommendation in any manner adverse to Purchaser Sub or Parent except as provided in Section 7.5(b7.3(e) or Section 7.3(f). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cavium, Inc.), Agreement and Plan of Merger (Qlogic Corp)
Company Action. (a) The Subject to the terms of this Agreement, the Company hereby consents to and approves the Offer pursuant Offer. Subject to Section 6.10, the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser Merger Sub or Parent except as provided in Section 7.5(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer6.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (Convio, Inc.)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b)Recommendation. The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b7.2(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MaxPoint Interactive, Inc.)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b7.5(c). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 1 contract
Company Action. (a) The Subject to Section 6.05(c), the Company (i) hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company 3.04 and (ii) shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b)Parent. The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the OfferOffer and, if applicable, their respective Stockholder Support Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cti Molecular Imaging Inc)
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 1 contract
Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. The Company hereby further consents to the inclusion in the Offer Documents of such approval and of the determination and recommendation of the Company Board described in Section 4.4(bSection 4.04(b) (including the Company Board Recommendation). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(bSection 7.03(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer.
Appears in 1 contract
