Actions of the Company. (a) Schedule 14D-9.
(i) On or as promptly as practicable after the Offer Commencement Date, the Company shall file with the SEC and, following or contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Stock to the extent required by applicable federal securities laws, disseminate to holders of Company Common Stock a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.3 shall (i) contain the unanimous recommendation of the Company Board that stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer (the “Company Board Recommendation”), (ii) contain a notice of appraisal rights in compliance with Section 262(d) of the DGCL, (iii) set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL, and (iv) not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC or the dissemination thereof to holders of Company Common Stock, and the Company shall give reasonable and good faith consideration to any such comments made by Parent or its counsel. The Company shall promptly provide Parent and its counsel with a copy of any written comments (and a summary of any oral comments) received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D-9. The Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) give Parent and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses.
(ii) To the extent required by the applicable requirements of the Exchange Act and ...
Actions of the Company. All determinations, interpretations, rules, and decisions of the Company shall be conclusive and binding upon all persons having or claiming to have any interest or right under this Agreement.
Actions of the Company. To the extent that this Agreement contemplates actions to be taken by the Company or Endo, any officer engaging in such actions shall not be a party to the Proceeding in respect of which indemnification is sought.
Actions of the Company. During the period (a) commencing on the date on which the Buy-Out Member requires the Members to determine the Fair Value of the Company pursuant to Section 21.6.1.1 and ending on either (i) the date on which the Buy-Out Interest Option Period lapses (if the Buy-Out Interest Option is not exercised) or (ii) the date on which the closing of the sale and purchase of the Buy-Out Interest pursuant to a valid exercise of the Buy-Out Interest Option occurs (if the Buy-Out Interest Option is exercised) or (b) commencing on the date of the Change in Control of the Change in Control Member and ending on the earlier to occur of (i) the date on which the closing of the sale and purchase of the Membership Interest pursuant to the Buy/Sell Option occurs and (ii) if the Buy/Sell Member fails to properly deliver the Valuation Notice, the date that is thirty (30) days after the ninety (90) day anniversary of the Change in Control of the Change in Control Member, the Members shall cause the Company to (a) operate in the ordinary course of business, (b) not take any action that would have the primary purpose of altering the Fair Value of the Company, and (c) not incur any additional indebtedness for borrowed money (other than trade payables in the ordinary course of business).
Actions of the Company. Whenever this Agreement requires the Company to take any action, such requirement shall be deemed to involve, with respect to actions to be taken at or prior to the Closing, an undertaking on the part of Seller to cause the Company to take such action and, with respect to actions to be taken after the Closing, an undertaking on the part of Buyer to cause the Company to take such action.
Actions of the Company. On and after the date of this Agreement, absent the written consent of every other Investor: (i) Full Alliance shall not, and shall cause each of Parent and Merger Sub not to, and each of Mx. Xx and Mx. Xxxxxxx Xxxxx shall cause Full Alliance not to, direct or request in writing that the Company or any Company Subsidiary take or omit to take any action, which action or omission (a “Prohibited Action or Omission”) would or would reasonably be expected to (x) cause the Company to be in breach of any representation, warranty, covenant or agreement under the Merger Agreement or (y) constitute, either alone or in combination with any other event, circumstance, change or effect, a Company Material Adverse Effect; and (ii) no Investor shall consent to any Prohibited Action or Omission in writing; provided, that nothing in this Section 1.1 shall prevent Mx. Xx or any director of the Company nominated by MSPEA from taking any action in his or her capacity as a director or officer (as the case may be) of the Company, if such person determines in good faith that failure to take such action is inconsistent with his or her fiduciary obligations.
Actions of the Company. The Non-Stockholder Directors shall be entitled to require the Company to enforce any and all rights of the Company under this Agreement, and any amendment, modification, discharge or waiver of this Agreement by the Company shall only be valid if approved by a majority of the Non-Stockholder Directors.
Actions of the Company. Pending the Closing Date. The Sellers agree that from the date hereof until the Closing Date:
Actions of the Company. The Sprint Parties agree that any action, approval, authorization, waiver, termination or consent taken, given or made by the Company (including the Board of Directors of the Company) in respect of this Agreement or the Merger, prior to the Effective Time, shall not be effective unless such action, approval, authorization, waiver, termination or consent shall have received the prior approval of the Special Committee.
Actions of the Company. (a) The Company agrees to vote, or cause to be voted, all voting securities of its Subsidiaries owned directly or indirectly by the Company, or over which the Company has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
(i) each EDH Holder Subsidiary Designee is elected to the governing body of each Subsidiary of the Company as designated by the EDH Holder under Section 2.3;
(ii) no individual who is a EDH Holder Subsidiary Designee may be removed from office unless such removal is directed or approved by the EDH Holder;
(iii) following the resignation, removal or death of an individual who is a EDH Holder Subsidiary Designee, the EDH Holder shall have the right to nominate a successor individual and such nominee shall be appointed as a member of the governing body of the applicable Subsidiary of the Company, in each case in accordance with the provisions of this Article II; and
(iv) upon the request of the EDH Holder to remove any individual who is an EDH Holder Subsidiary Designee, such individual shall be removed.
(b) The Company agrees at the request of any party entitled to designate directors to call a special meeting of Stockholders for the purpose of electing directors.
