Additional Company Actions Clause Samples
Additional Company Actions. (i) On the date of the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Company Class A Stock and Company Class B Stock, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.3, shall include the Company Board Recommendation. The Company shall cause the Schedule 14D-9 to be filed and disseminated to holders of Shares as promptly as practicable after the filing of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act and the rules and regulations thereunder and with other applicable laws.
(ii) The Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to 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 statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9.
(iii) Each of Parent, Merger Sub and the Company: (i) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 and (ii) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Class A Stock and Company Class B Stock.
(iv) Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including all amen...
Additional Company Actions. (i) Schedule 14D-9. As promptly as practicable (but in no event later than one Business Day) after the commencement of the Offer, the Company shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable United States securities Laws, the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement, including the notice and other information required by Section 10.355(b-1) of the TBOC such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 10.355(b-1) of the TBOC, and, subject to Section 5.3, reflect the Company Board Recommendation.
Additional Company Actions. Prior to the Closing Date, the Company shall take the actions set forth in Section 6.12 of the Company Disclosure Letter.
Additional Company Actions. The Company Board (or appropriate committee thereof) shall pass resolutions and take all other such action as may be reasonably necessary to effectuate the treatment of RSUs, PRSUs, Stock Options and the ESPP as contemplated by this Section 4.3 to the effect that (i) all awards issued Table of Contents under the Company Incentive Plan shall be settled as of the Effective Time as contemplated by this Agreement, (ii) neither any holder of any RSU, PRSU or Stock Option, nor any other participant in the Company Incentive Plan or the ESPP, shall have any right thereunder to acquire any securities of the Company, the Surviving Corporation or Holdco, or to receive any payment or benefit with respect to any award previously granted under the Company Incentive Plan or the ESPP, except as provided in this Section 4.3, and (iii) as of the Effective Time, each Company Incentive Plan and ESPP shall be terminated.
Additional Company Actions. (i) Schedule 14D-9. On the Offer Commencement Date, as promptly as practicable following the filing of the Schedule TO, the Company will file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that will reflect the terms and conditions of this Agreement, include the notice and other information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 262(d)(2) of the DGCL, and, subject to Section 5.3, reflect the Company Board Recommendation.
Additional Company Actions. (i) Schedule 14D-9. On the Offer Commencement Date, the Company filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Law, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”). Promptly following the execution of this Amended and Restated Agreement, the Company will file an amendment to the Schedule 14D-9 and cause such amendment to be disseminated to the holders of Shares as and to the extent required by applicable U.S. federal securities Law. The Schedule 14D-9 will reflect the terms and conditions of this Agreement, include the notice and other information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 262(d)(2) of the DGCL, and, subject to Section 7.2, include the Company Recommendation.