Target Actions Sample Clauses
Target Actions. (a) On the date the Offer Documents are filed with the SEC, the Target will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer in accordance with the Exchange Act (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that will, subject to the provisions of Section 7.04, contain the recommendation described in Section 5.03(d). The Target will cause the Schedule 14D-9 to be disseminated to the Target’s stockholders to the extent required by the Exchange Act. Promptly after, but in no event more than two (2) Business Days, after the date of this Agreement, Parent and Merger Sub will furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act to be set forth in the Schedule 14D-9. The Target, Parent and Merger Sub will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information becomes false or misleading in any material respect or as otherwise required by applicable Law. The Target will cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to the Target’s stockholders, in each case as and to the extent required by the Exchange Act. The Target will promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub with copies of all correspondence between it and its representatives and the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Target’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Target will provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Target will give reasonable consideration to any such comments.
(b) In connection with the Offer, promptly after the date of this Agreement but in no event more than two Business Days after the date of this Agreement the Target will furnish or cause to be furnished to Parent and Merger Sub security position listings and any other available listings or computer files containing the names and addresses of the record holders or known beneficial owners of the shares of Target Common St...
Target Actions. The Target shall, prior to the Closing and subject to applicable laws, (i) terminate the Target Option Plan effective as of the Effective Time, (ii) to take or cause to be taken all actions, and obtain all consents, as are required (under the Target Option Plan, any applicable Contracts or otherwise) to effect the treatment of Target Notes, Target Options and Target Warrants pursuant to this Article III (and provide evidence of the same to Purchaser), and (iii) ensure that neither any holder of any Target Options, nor any other participant in the Target Option Plan, shall have any right to receive any payment or benefit with respect to any Target Option.
Target Actions. (a) Target hereby approves of and consents to the Offer and the Acquisition and represents that the board of directors of Target have duly adopted resolutions approving this Agreement, the Offer and the Acquisition, determining that the terms of the Offer and the Acquisition are fair to, and in the best interests of, Target Stockholders and recommending that Target Stockholders approve and adopt this Agreement, and accept the Offer and tender their shares of the common stock of Target (the “Target Shares”) pursuant to the Offer.
(b) In connection with the Offer, Target shall cause a plan of exchange (the “Plan of Exchange”) to be prepared setting forth the terms of the Offer. Target shall deliver the Plan of Exchange to all Target Stockholders along with a recommendation that the Target Stockholders approve the Offer and the Acquistion. Target agrees that the Plan of Exchange shall comply in all material respects with the requirements of applicable corporate and securities laws, and rules and regulations promulgated thereunder, and on the date first published, sent or given the Target Stockholders; shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Target with respect to information supplied by Purchaser specificaliy for inclusion in the Plan of Exchange. Each of Target and Purchaser agree promptly to correct any information provided by it for use in the Plan of Exchange of and to the extent that such information shall have become false or misleading in any material respect. Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Plan of Exchange prior to its dissemination to Target Stockholders.
Target Actions. Target hereby approves of and consents to the Offer and the Acquisition and represents that the board of directors of Target, at a meeting duly called and held, duly and unanimously adopted resolutions approving this Agreement, the Offer and the Acquisition, determining that the terms of the Offer and the Acquisition are fair to, and in the best interests of, the Target Securityholders and recommending that the Target Securityholders approve and adopt this Agreement, accept the Offer and tender the Target Securities pursuant to the Offer.