ADDITIONAL COVENANTS OF THE. Parties 8.1 Seller's Covenants 8.2 Seller's and Company's Covenants 8.3 Buyer's Covenants
ADDITIONAL COVENANTS OF THE. Parties 5.1 Company Recommendation (a) Until the Specified Time, neither the Company Board nor any committee thereof shall (1) (A) withhold, withdraw, qualify or modify in a manner adverse to Parent, or resolve to or publicly propose to withhold, withdraw, qualify, or modify in a manner adverse to Parent, the Company Board Recommendation, (B) remove the Company Board Recommendation from or fail to include the Company Board Recommendation in the Schedule 14D-9 or (C) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Company Adverse Change in Recommendation”) or (2) adopt, approve, recommend, submit to stockholders or declare advisable, or propose to adopt, approve, recommend, submit to stockholders or declare advisable, or allow any Tetraphase Company to execute or enter into any letter of intent (whether or not binding), term sheet, merger agreement, acquisition agreement, option agreement, agreement in principle or similar agreement providing for any Acquisition Proposal, or requiring the Company to abandon, terminate, delay or fail to consummate the Contemplated Transactions (other than an Acceptable Confidentiality Agreement) (any such Contract, an “Alternative Acquisition Agreement”). (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Specified Time: (i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of Section 4.4(b), (c), (d) or (e)) from any Person that has not been withdrawn and after consultation with outside legal counsel and independent financial advisors, the Company Board shall have determined in good faith that such Acquisition Proposal is a Superior Offer, (x) the Company Board may make a Company Adverse Change in Recommendation, and/or (y) the Company may terminate this Agreement to substantially concurrently therewith enter into a Specified Agreement with respect to such Superior Offer and pay the Termination Fee pursuant to Section 8.3, in each case if and only if: (A) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and independent financial advisors, that the failure to take such action could reasonably be 53 expected to be inconsistent with the fiduciary duties of the Company Board to the Company’s stockh...
ADDITIONAL COVENANTS OF THE. VC SHAREHOLDERS Each VC Shareholder hereby covenants and agrees, severally and not jointly, that, until the termination of this Agreement in accordance with its terms:
ADDITIONAL COVENANTS OF THE. ISSUER WITH RESPECT TO THE 2010 NOTES
ADDITIONAL COVENANTS OF THE. Purchaser Parties The following section is added to the Definitive Agreement as Section 6.7:
ADDITIONAL COVENANTS OF THE. STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the Termination Date: 4.1.
ADDITIONAL COVENANTS OF THE. PARTIES 7.1 Filings; Other Action................................................21 7.2
ADDITIONAL COVENANTS OF THE. PARTIES 9.1
ADDITIONAL COVENANTS OF THE. PARTIES 6.1
