Common use of Tender Offer Rules Clause in Contracts

Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act; provided that in no event shall the Company or its Board of Directors take, or agree or resolve to take, any action prohibited by this Section 5.2. For the avoidance of doubt, if any disclosure or other action pursuant to clause (i) of this Section 5.2(e) includes a Company Adverse Recommendation Change, it shall be deemed to be a Company Adverse Recommendation Change for all purposes under this Agreement.

Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company Parent or its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act; provided that in no event shall the Company Parent or its Board of Directors take, or agree or resolve to take, any action prohibited by this Section 5.25.3. For the avoidance of doubt, if any disclosure or other action pursuant to clause (i) of this Section 5.2(e5.3(e) includes a Company Parent Adverse Recommendation Change, it shall be deemed to be a Company Parent Adverse Recommendation Change for all purposes under this Agreement.