Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Appears in 24 contracts
Samples: Payment Agreement (Ies Industries Inc), Option Holder Stock Option and Trigger Payment Agreement (WPL Holdings Inc), Payment Agreement (Ies Industries Inc)
Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders holders of common stock of the other party, by a majority of the members of the Board of Directors of such other party, which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Appears in 4 contracts
Samples: Usr Stock Option Agreement (U S Robotics Corp/De/), Exhibit 5 Stock Option Agreement (Mattson Technology Inc), 3com Stock Option Agreement (3com Corp)
Permitted Sales. Following the termination of the Merger Exchange Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, party which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Appears in 2 contracts
Samples: Lilco Stock Option Agreement (Long Island Lighting Co), Bug Stock Option Agreement (Long Island Lighting Co)
Permitted Sales. Following the termination of the Merger Exchange Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, party which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange ex- change offer.
Appears in 2 contracts
Samples: Lilco Stock Option Agreement (Brooklyn Union Gas Co), Bug Stock Option Agreement (Brooklyn Union Gas Co)
Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to xxxxxxxxx.xx sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, party which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Appears in 1 contract
Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders stockholders of the other party, by a majority of the members of the Board of Directors of such other party, party which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Appears in 1 contract
Samples: Stock Option Agreement (Horizon CMS Healthcare Corp)
