THE SOLICITATION OR RECOMMENDATION Sample Clauses
The "Solicitation or Recommendation" clause defines the obligations and limitations of a party regarding the solicitation of offers or the recommendation of transactions, typically in the context of mergers, acquisitions, or tender offers. This clause often outlines whether a company’s board of directors can actively seek alternative proposals or must refrain from encouraging competing bids, and may specify procedures for changing recommendations to shareholders. Its core function is to clarify the parties’ rights and duties during a transaction process, thereby reducing uncertainty and potential conflicts over competing offers or changes in board recommendations.
THE SOLICITATION OR RECOMMENDATION. (a) RECOMMENDATION OF THE BOARD OF DIRECTORS. On September 13, 2000, the Board of Directors of the Company (the "Board"), by the unanimous vote of all directors present, acting on the unanimous recommendation of a Special Committee of directors consisting of the four independent directors of the Company, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer, are fair to, and in the best interests of, the Company and the public stockholders of the Company and (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer. The Board recommends to the Company's public stockholders that they accept the Offer and tender their Shares pursuant to the Offer. A letter to the Company's stockholders communicating the recommendation of the Board, press releases by Parent and the Company announcing the execution of the Merger Agreement, and a joint press release by Parent and the Company announcing the commencement of the Offer are filed herewith as Exhibits (a)(7), (a)(4), (a)(3) and (a)(5) hereto, respectively, and are incorporated herein by reference in their entirety.
(b) BACKGROUND OF THE OFFER; CONTACTS WITH PARENT; REASONS FOR RECOMMENDATION. BACKGROUND OF THE OFFER In the Fall of 1998, Parent retained Takenaka & Company LLC ("Takenaka") to conduct a strategic review of its position in the image information systems market. As a result of such review, Parent began considering a strategic partnership with or acquisition of a U.S. company in that market. In November 1998, the Company engaged ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ to render financial advisory services to the Company concerning proposed acquisitions by the Company of QMS Europe B.V. and QMS Australia Pty. Ltd. (collectively, the "Foreign Subsidiaries"), which acquisitions were being considered by the Company with a view to enhancing the Company's strategic and financial positions. In December 1998, two members of the Company's Board of Directors (the "Board") were contacted by a representative of a corporation (the "Other Bidder") regarding a possible transaction in which the Other Bidder would acquire the Company. On February 17, 1999, the Board met and, following substantial discussion, approved the proposed transactions pursuant to which the Company would acquire the Foreign Subsidiaries. It was determined by the Board that it would be in the best interests of the Company to consider various methods of financing the Foreig...
THE SOLICITATION OR RECOMMENDATION. Item 4(a) of the Schedule 14D-9 is hereby amended and restated, as follows:
THE SOLICITATION OR RECOMMENDATION. (a) Recommendation of the Board of Directors. At a meeting held on July 26, 1999 (the "Board Meeting"), the Board unanimously approved the Merger Agreement and, for the reasons hereinafter set forth, determined that the Offer and the Merger are fair to, and in the best interests of, the Company and its stockholders and recommended to the Company's stockholders that they tender their Shares pursuant to the Offer and approve and adopt the Merger Agreement. Copies of the press release announcing the Board's recommendation and the Letter to Stockholders are attached as Exhibits 6 and 7, respectively, and are incorporated herein by reference.
(b) Reasons for the Recommendation, Opinion of Financial Advisor. The information set forth under "SPECIAL FACTORS -- Background of the Offer" in the Offer to Purchase is incorporated by reference.
THE SOLICITATION OR RECOMMENDATION. (Continued) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company's stockholders (other than Parent and Purchaser). The Company's Board of Directors recommends that the stockholders accept the Offer and tender their Shares pursuant to the Offer.
THE SOLICITATION OR RECOMMENDATION. On June 10, 2003, the Special Committee (the "Special Committee") of the Board of Directors of the Company (the "Board"):
(1) determined that it is fair to and in the best interests of the Company and its stockholders (other than Purchaser, ▇▇. ▇▇▇▇▇▇▇ and their affiliates) to consummate the Offer and Merger, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law (the "DGCL");
(2) determined that the Offer, the Merger and the Merger Agreement should be approved and declared advisable by the Board; and
(3) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto. On June 10, 2003, the Board, by unanimous decision of those directors participating and based upon the recommendation of the Special Committee:
(1) determined that it is fair to and in the best interests of the Company and its stockholders (other than Purchaser, ▇▇. ▇▇▇▇▇▇▇ and their affiliates) to consummate the Offer and Merger upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL;
(2) approved and declared advisable the Offer, the Merger and the Merger Agreement; and
(3) resolved to recommend that the Company's stockholders accept the Offer, and tender their Shares pursuant thereto. See the information contained in "Special Factors -- Recommendation of the Special Committee and the Board; Fairness of the Offer and Merger" in the Offer to Purchase, which is incorporated herein by reference, and the Letter to Stockholders, dated June 13, 2003, filed herewith as Exhibit (a)(1)(ix).
THE SOLICITATION OR RECOMMENDATION. Item 4, “The Solicitation or Recommendation” is hereby amended and supplemented as follows:
THE SOLICITATION OR RECOMMENDATION