Common use of Compliance with Tender Offer Rules Clause in Contracts

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors, in connection with a tender or exchange offer for the Company's outstanding securities by a third party, from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or making any disclosure to the Company's shareholders if, the Company's Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with applicable Legal Requirements; 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 Company Recommendation unless specifically permitted pursuant to the terms of Section 6.1(e).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors, in connection with a tender or exchange offer for the Company's outstanding securities by a third party, from taking and disclosing to its shareholders stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or making any disclosure to the Company's shareholders if, stockholders if the Company's Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with applicable Legal Requirements; 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 Company Recommendation unless specifically permitted pursuant to the terms of Section 6.1(e); provided, however, that the Company shall not be required to provide Parent or Merger Sub an opportunity to review in advance a Change of Company Recommendation.

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors, in connection with a tender or exchange offer for the Company's ’s outstanding securities by a third party, from taking and disclosing to its shareholders stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or making any disclosure to the Company's shareholders if, ’s stockholders if the Company's ’s Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with applicable Legal Requirements; 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 Company Recommendation unless specifically permitted pursuant to the terms of Section 6.1(e); provided, however, that the Company shall not be required to provide Parent or Merger Sub an opportunity to review in advance a Change of Company Recommendation.