Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pharmacopeia Inc), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d6.3(d).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Storage Technology Corp)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f14d-9(f) and the Exchange Act; provided, however, in each case, that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avigen Inc \De), Agreement and Plan of Merger (Medicinova Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d4.2(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture Services Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant subject to the terms of Section 5.3(d).this
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders the shareholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tarantella Inc), Agreement and Plan of Merger (Scientific Technologies Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders the shareholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d6.3(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Castelle \Ca\)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making taking any “stop-look-and-listen” communication to the stockholders action required by any order or` decree of the Company pursuant to Rule 14d 9(f) and the Exchange Actany Governmental Entity; provided, however, in each case, that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither the Company Board nor any committee thereof shall not effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation unless specifically permitted to do so pursuant to the terms of this Section 5.3(d)6.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Aviall Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, that the content of any such disclosure thereunder shall be governed by subject to the terms of this AgreementSection 4.6. Without limiting the foregoing proviso, the Company shall not effect make a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d4.6(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wave Wireless Corp), Agreement and Plan of Merger (Waverider Communications Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors or the Special Committee from taking and disclosing to its stockholders the shareholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a including with respect to any Change of Recommendation unless specifically permitted pursuant to the terms of as set forth in Section 5.3(d5.02(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globalive Communications Corp.), Agreement and Plan of Merger (Yak Communications Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Company, its Board of Directors or any committee thereof from taking and disclosing to its stockholders shareholders a position contemplated by Item 1012(a) of Regulation M-A and Rules 14d-9 and 14e-2(a) ), each as promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(fAct. Nothing contained in this Section 5.3(e) and the Exchange Act; provided, however, in each case, that the content of any such disclosure shall be governed by interpreted to affect or otherwise qualify, limit or modify in any way the terms rights of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d)Parent or Merger Sub set forth in Article VII hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, that the content Company Board shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of any such disclosure shall be governed by the terms approval and adoption of this Agreement. Without limiting Agreement and approval of the foregoing proviso, the Company shall not effect a Change of Recommendation Merger unless specifically permitted to do so pursuant to the terms of Section 5.3(d).
Appears in 1 contract
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure shall be governed by the terms of this AgreementCompany has otherwise complied with Section 6.5. Without limiting the foregoing proviso, the Company Board shall not effect a Change of in Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d6.2 and Section 6.5(f)(i).
Appears in 1 contract
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d6.3(d).
Appears in 1 contract
Compliance with Tender Offer Rules. Nothing contained in this Agreement Section 5.2 or in Section 5.9 shall prohibit the Company or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and Rule 14d-9(a) or Rule 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication disclosure to the Company’s stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Actrequired by law; provided, however, in each case, that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither the Company shall not nor the Board of Directors nor any committee thereof shall, except as in accordance with Section 5.2(d), effect or propose publicly to effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d)Recommendation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castle Dental Centers Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to its the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a including with respect to any Change of Recommendation unless specifically permitted pursuant to the terms of as set forth in Section 5.3(d).
Appears in 1 contract
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither the Company Board nor any committee thereof shall not effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation unless specifically permitted to do so pursuant to the terms of Section 5.3(d6.6(d).
Appears in 1 contract
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to its stockholders shareholders a position contemplated by Rules 14d-9 and 14e-2(a) or Item 1012(a) of Regulation M-A, promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, that the content of any such disclosure shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect effect, or disclose pursuant to such rules or otherwise a position which constitutes, a Change of Recommendation unless specifically permitted pursuant to by the terms of Section 5.3(d).
Appears in 1 contract
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided, however, in each case, that the content Company Board shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of any such disclosure shall be governed by the terms adoption of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation Agreement unless specifically permitted to do so pursuant to the terms of Section 5.3(d).
Appears in 1 contract
