Ocumetics definition
Examples of Ocumetics in a sentence
All documents to be executed and delivered by Quantum to Ocumetics on the Closing Date shall be in form and substance satisfactory to Ocumetics acting reasonably.
Quantum shall immediately notify Ocumetics (both orally and in writing) of any future Acquisition Proposal of which Quantum’s directors or senior officers become aware of or any amendments to the foregoing or any request for non-public information relating to Quantum in connection with an Acquisition Proposal or for access to the properties, books or records or for a list of the shareholders by any person or entity that informs Quantum that it is considering making an Acquisition Proposal.
During the Notice Period, Ocumetics shall provide a reasonable opportunity to Quantum to consider, discuss and offer such adjustments to the terms and conditions of this Agreement as would enable the party receiving the Superior Merger Proposal to proceed with its recommendation to security holders with respect to the Merger Proposal, provided, however, that any such adjustment shall be at the discretion of the parties.
The board of directors of Quantum will review in good faith any offer made by Ocumetics to amend the terms of this Agreement in order to determine, in the board’s discretion, as part of exercising its fiduciary duties, whether the proposed amendments would, upon acceptance, result in such Superior Proposal ceasing to be a Superior Proposal.
Amalco shall take a numbered company name assigned to it under the Act, or such other name as shall be determined in the sole discretion of Ocumetics.
If the board of directors of Ocumetics determines that the Superior Merger Proposal would cease to be a Superior Merger Proposal, it will so advise Quantum and will accept the offer by Quantum to amend the terms of this Agreement and the parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing.
The foregoing conditions are for the mutual benefit of Ocumetics on the one hand and Quantum on the other hand and may be asserted by Ocumetics and by Quantum regardless of the circumstances and may be waived by ▇▇▇▇▇▇▇▇▇ and Quantum in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Ocumetics or Quantum may have.
The board of directors of Ocumetics will review in good faith any offer made by Quantum to amend the terms of this Agreement in order to determine, in the board’s discretion, as part of exercising its fiduciary duties, whether the proposed amendments would, upon acceptance, result in such Superior Merger Proposal ceasing to be a Superior Merger Proposal.
Quantum and Ocumetics shall maintain the confidentiality of any information received from each other in connection with the transactions contemplated by this Agreement.
The by-laws of Amalco, until repealed, amended or altered, shall be the by-laws of Ocumetics.