Acquiror and Merger Sample Clauses

Acquiror and Merger. Sub jointly and severally shall indemnify and hold Corporation, and its officers, directors, shareholders, agents and employees, harmless from and against any and all Damages arising from or by any reason of or resulting from any breach by the Acquiror or Merger Sub, as the case may be, of any representation, warranty or covenant contained in this Agreement.

Acquiror and Merger. Sub shall file with the SEC on the date the Offer is commenced a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1") which will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement. The Company's Board of Directors shall recommend acceptance of the Offer to its shareholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the SEC on the date the Offer is commenced; provided, however, that if the Company's Board of Directors determines to amend or withdraw its recommendation in accordance with Section 8.5 hereof, such amendment or withdrawal shall not constitute a breach of this Agreement. Acquiror and Merger Sub represent that the Schedule 14D-1, and the Company represents that the Schedule 14D-9, will comply in all material respects with the provisions of applicable federal and Minnesota securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, will 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 statement therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Acquiror or Merger Sub with respect to information supplied by the Company in writing for inclusion in the Schedule 14D-1. The information supplied by the Company for inclusion in the Schedule 14D-1 will not, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, 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, the information supplied by Acquiror and Merger Sub for inclusion in the Schedule 14D-9 will not, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, 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 ...

Acquiror and Merger. Merger Sub shall supply DTN with, and be solely responsible for, any information with respect to themselves and their nominees, officers, directors and officers required by section 14(f) and Rule 14f-1. (c) In connection with the Offer, DTN shall promptly furnish or cause to be furnished to Acquiror mailing labels, security position listings and any available listing or computer file containing the names and addresses of all record holders of the Shares as of a recent date, and shall furnish Acquiror with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and reasonable assistance as Acquiror or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents, Acquiror shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, shall use such information only in connection with the Offer, and, if this Agreement is terminated, shall upon request of DTN deliver or cause to be delivered to DTN all copies of such information then in its possession or the possession of its agents or representatives.

Acquiror and Merger. Sub acknowledge and agree that the obtaining of the Debt Financing, or any Alternative Financing, is not a condition to Closing and reaffirm their obligation to consummate the proposed transaction irrespective and independently of the availability of the Financing or any alternative financing, subject to fulfillment or waiver of the conditions set forth in Article IX.