Common use of Compliance with Tender Offer Rules Clause in Contracts

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party or its respective 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; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)

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Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party or its respective board Board of directors Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fortune Industries, Inc.), Agreement and Plan of Merger (Probusiness Services Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)

Compliance with Tender Offer Rules. Nothing contained in this ---------------------------------- Agreement shall prohibit either party or its respective board Board of directors Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by subject to the terms of Section 5.3 of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party Buyer or its respective board of directors from taking and disclosing to its stockholders shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Peco Ii Inc), Asset Purchase Agreement (Peco Ii Inc)

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party the Company or its respective board Board of directors Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Inktomi Corp)

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party or its respective board Board of directors Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by subject to the terms of Section 5.3 of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc)

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Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party the Company or its respective board of directors the Company Board (or a committee thereof) from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acxiom Corp)

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party or its respective board Board of directors Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by subject to the terms of Section 5.3(c) of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Western Multiplex Corp)

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit either party or its respective board Board of directors Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by subject to the 56. terms of Section 5.3 of this Agreement. Without limiting the foregoing proviso, neither party shall effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d) hereof).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

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