Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
Appears in 4 contracts
Samples: Merger Agreement (Verde Bio Holdings, Inc.), Merger Agreement (Activision Blizzard, Inc.), Merger Agreement (Nuance Communications, Inc.)
Certain Disclosures. So long as Except to the extent expressly provided in this Section 7.3, nothing in this Section 7.3 or elsewhere in this Agreement shall prohibit the Company, the Company Board expressly publicly reaffirms or their Representatives from: (i) taking and disclosing to the stockholders of the Company Board Recommendation in such disclosure (other than a customary position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act or making any “stop-look-and-, look and listen” communication to the stockholders of the Company pursuant pending disclosure of its position thereunder; provided, that any such disclosure does not contain an Adverse Recommendation Change; (ii) disclosing to Rule 14d-9(fthe Company’s stockholders any factual information regarding the business, financial condition or results of operations of the Acquired Companies or the fact that a Competing Proposal has been made, the identity of the Person making such Competing Proposal or the material terms of such Competing Proposal, in each case, that the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that such disclosure is required under applicable Law (it being understood that disclosure under this clause (ii) shall not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) under this Agreement and no such disclosure shall, taken by itself, be deemed to be an Adverse Recommendation Change); or (iii) communicating in writing with any Person (or the Exchange ActRepresentatives of such Person) to the extent necessary to direct such Person to the provisions of this Section 7.3; provided, however, that (A) the Company Board (or any committee thereof) shall not make an Adverse Recommendation Change, except in accordance with Section 7.3(e), then nothing in this Agreement will prohibit and (B) any such statement or disclosure made by the Company or the Company Board (or a committee thereof) from (i) taking and disclosing pursuant to this sentence must be subject to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look terms and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes conditions of this Agreement, a factually accurate public statement by Agreement and that nothing in the foregoing will be deemed to permit the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a any committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) effect an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Adverse Recommendation Change.
Appears in 3 contracts
Samples: Merger Agreement (American Campus Communities Inc), Merger Agreement (American Campus Communities Inc), Merger Agreement (Resource REIT, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from from: (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) informing any Person of Regulation M-A promulgated under the Exchange Actexistence of the provisions contained in this Section 5.3; or (iii) making complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal, it being understood that any such statement or disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that made by the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law) shall be subject to the terms and conditions of this Agreement. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; , (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; , or (3C) a Company Board Recommendation ChangeChange as long as it expressly affirms the Company Board Recommendation.
Appears in 3 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 3 contracts
Samples: Merger Agreement (Monotype Imaging Holdings Inc.), Merger Agreement (MINDBODY, Inc.), Merger Agreement (Nutraceutical International Corp)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication Notwithstanding anything to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act)contrary in this Agreement, then nothing in this Agreement will prohibit the Company Titanium or the Company Titanium Board (or a committee thereofthe Titanium Special Committee) from (i) taking and disclosing to the Company Stockholders Titanium Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders Titanium Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.02; (iv) including a factually accurate description with regard to an Acquisition Proposal in the “Background of the Merger” section of the Proxy Statement or in any other documents required to be filed or furnished to the SEC by Titanium in which such description of an Acquisition Proposal is required, in each case, solely in the event that such Proxy Statement or such other document also includes the Titanium Board Recommendation; or (iiiv) making any disclosure to the Company Stockholders Titanium Shareholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company Titanium and its Subsidiaries) that the Company Titanium Board (or a committee thereof), after consultation with outside counsel, the Titanium Special Committee) has determined to make in good faith is required faith, it being understood that any such statement or disclosure made by applicable Lawthe Titanium Board (or the Titanium Special Committee) must be subject to the terms and conditions of this Agreement; provided, that any such disclosure or communication that constitutes a Titanium Board Recommendation Change shall only be made in accordance with Section 5.02(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication notwithstanding anything to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act)contrary in this Agreement, then it is understood and agreed that, for purposes of this Agreement, the making of a factually accurate public statement by “stop, look and listen” communication to Titanium Shareholders pursuant to Rule 14d-9(f) promulgated under the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto Exchange Act will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Titanium Board Recommendation ChangeChange or otherwise a violation of this Section 5.02.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Simon Property Group L P /De/), Agreement and Plan of Merger (Taubman Centers Inc), Agreement and Plan of Merger (Taubman Centers Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders holders of Shares a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders holders of Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3(g) or (iiiiv) making any disclosure to the Company Stockholders holders of Shares as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (including regarding the business, financial condition 1) any such statement or results of operations of the Company and its Subsidiaries) that disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) and the rights of Parent under this Section 5.3, and (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Patriot Transportation Holding, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 14D-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f14D-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 7.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof) has determined to make in good faith, in order to comply with applicable Law, regulation or stock exchange rule or listing agreement (solely to the extent such disclosure does not constitute a Company Board Recommendation Change), after consultation it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 7.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 7.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Recommendation Change other than in accordance with outside counsel, has determined in good faith is required by applicable LawSection 7.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof), to the extent required by Law, that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , and the material terms of such Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, modification or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, modify the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revance Therapeutics, Inc.), Merger Agreement (Revance Therapeutics, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereofthereof including the Special Committee) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereofthereof including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, including the Special Committee) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof, including the Special Committee) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof including the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof including the Special Committee) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof including the Special Committee), to the extent required by law, that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not not, in and of itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Restaurant Brands International Limited Partnership), Merger Agreement (Carrols Restaurant Group, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Merger Agreement
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereofthe Special Committee) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereofthereof including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, the Special Committee) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement or applicable Contract, it being understood that any such statement or disclosure made by the Company Board (or the Special Committee) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or the Special Committee) to effect a Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or the Special Committee), to the extent required by law, that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , and the material terms of such Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Recommendation Change, in each case, so long as the Company Board (or a committee thereof, including the Special Committee), expressly reaffirms the Special Committee Recommendation and the Company Board Recommendation Changein such public statement.
Appears in 2 contracts
Samples: Merger Agreement (R1 RCM Inc. /DE), Merger Agreement (R1 RCM Inc. /DE)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent Entities under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not not, in and of itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pluralsight, Inc.), Merger Agreement (Pluralsight, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereofthe Company Special Committee) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including it being understood that a “stop, look and listen” communication statement by the Company Board (or a committee thereofthe Company Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication)shall not be deemed a Company Board Recommendation Change; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) in response to an inquiry, informing any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under United States federal or state Law with regard to an Acquisition Proposal (it being understood that any such statement or disclosure made by the Company Board (or the Company Special Committee) pursuant to this Section 5.3(g)(iv) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or the Company Special Committee) and the rights of Parent under this Section 5.3); or (iiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, the Company Special Committee) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement (it being understood that any such statement or disclosure made by the Company Board (or the Company Special Committee) pursuant to this Section 5.3(g)(v) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or the Company Special Committee) and the rights of Parent under this Section 5.3(g)). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or the Company Special Committee) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Tax, Inc.), Merger Agreement (Vitamin Shoppe, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit Seller, the Company or the Company Seller Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders stockholders of Seller a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Seller Board (or a committee thereof) to the Company Stockholders stockholders of Seller pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.8; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results stockholders of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation Seller with outside counsel, has determined in good faith is respect to an Acquisition Proposal as required by applicable Law. In addition, so long as regulation or stock exchange rule or listing agreement; provided, that the Company Seller Board expressly shall publicly reaffirms reaffirm the Company Seller Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication and nothing in the foregoing will be deemed to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act)permit Seller, then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Seller Board (or a committee thereof) to withholdeffect a Seller Board Recommendation Change other than in accordance with Section 5.8(d), withdrawand any public disclosure (other than any “stop, amend, qualify or modifylook and listen” statement) by Seller, the Company or the Seller Board Recommendation; (2) an adoption, approval thereof relating to any determination or recommendation other action by the Seller Board with respect to such any Acquisition Proposal; or (3) Proposal shall be deemed to be a Company Seller Board Recommendation ChangeChange unless the Seller Board expressly publicly reaffirms the Seller Board Recommendation in such disclosure; provided, further, that any such statement or disclosure made by the Seller Board (or a committee thereof) pursuant to this Section 5.8(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise modify the effect, if any, that any such action has under this Agreement or the obligations of Seller, the Company or the Seller Board (or any committee thereof) and the rights of Buyer under this Section 5.8.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (UpHealth, Inc.), Transaction Support Agreement (UpHealth, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Merger Agreement (Instructure Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(fi) under the Exchange Act), then nothing Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (iA) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or complying any substantially similar communication in connection with Rule 14d-9 promulgated under the Exchange Actmaking or amendment of a tender offer or exchange offer), including making a customary “stop, look and -look-and-listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (iiB) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (C) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiD) making any legally required disclosure to the Company Stockholders (including regarding pursuant to applicable securities Laws with regard to the business, financial condition Transaction or results of operations of the Company and its Subsidiaries) an Acquisition Proposal; provided that the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms restates the Company Board Recommendation in such public disclosure (other than in a customary “stop-look-and-, look and listen” communication to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) 14d-9 promulgated under the Exchange Act), then it .
(ii) It is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person or Group making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not not, in any case, be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Infinera Corp), Merger Agreement (Nokia Corp)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders holders of Shares a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders holders of Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders holders of Shares as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (including regarding the business, financial condition 1) any such statement or results of operations of the Company and its Subsidiaries) that disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) and the rights of Parent under this Section 5.3, and (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Usa Truck Inc), Merger Agreement (Usa Truck Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereofthereof including the Special Committee) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereofthereof including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, including the Special Committee) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof, including the Special Committee) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof including the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof including the Special Committee) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof including the Special Committee), to the extent required by law, that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not not, in and of itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Vista Equity Partners Fund Viii, L.P.), Merger Agreement (Duck Creek Technologies, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement (Cvent Inc), Merger Agreement (Tibco Software Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication Notwithstanding anything contained herein to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act)contrary, then nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable regulation or stock exchange rule or listing agreement or other applicable Law, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (STAMPS.COM Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication Notwithstanding anything to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act)contrary in this Agreement, then nothing in this Agreement will prohibit the Company Titanium or the Company Titanium Board (or a committee thereofthe Titanium Special Committee) from (i) taking and disclosing to the Company Stockholders Titanium Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders Titanium Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.02; (iv) including a factually accurate description with regard to an Acquisition Proposal in the “Background of the Merger” section of the Proxy Statement or in any other documents required to be filed or furnished to the SEC by Titanium in which such description of an Acquisition Proposal is required, in each case, solely in the event that such Proxy Statement or such other document also includes the Titanium Board Recommendation; or (iiiv) making any disclosure to the Company Stockholders Titanium Shareholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company Titanium and its Subsidiaries) that the Company Titanium Board (or a committee thereof), after consultation with outside counsel, the Titanium Special Committee) has determined to make in good faith is required faith, it being understood that any such statement or disclosure made by applicable Lawthe Titanium Board (or the Titanium Special Committee) must be subject to the terms and conditions of this Agreement; provided, that any such disclosure or communication that constitutes a Titanium Board Recommendation Change shall only be made in accordance with Section 5.02(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication notwithstanding anything to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act)contrary in this Agreement, then it is understood and agreed that, for purposes of this Agreement, the making of a factually accurate public statement by “stop, look and listen” communication to Titanium Shareholders pursuant to Rule 14d-9(f) promulgated under the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto Exchange Act will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Titanium Board Recommendation ChangeChange or otherwise a violation of this Section 5.02.
Appears in 2 contracts
Samples: Merger Agreement (Taubman Centers Inc), Merger Agreement (Simon Property Group L P /De/)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Xactly Corp)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof, including the Special Committee) from (i) taking and disclosing to the Company Stockholders Stockholders, to the extent required by applicable Law or the rules of the New York Stock Exchange, a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof, including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), including the Special Committee) determines in good faith, after consultation with outside legal counsel, has determined that the failure to make such disclosure would reasonably be expected to be inconsistent with applicable Law or the rules of the New York Stock Exchange, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof, including the Special Committee) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof, including the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in good faith is required by applicable Lawthe foregoing will be deemed to permit the Company or the Company Board (or a committee thereof, including the Special Committee) to effect a Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof, including the Special Committee), to the extent required by Law, that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , and the material terms of such Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Recommendation Change, in each case if the statement reaffirms the Company Board Recommendation Changeand Special Committee Recommendation or states that no position has been taken by the Company Board as to the advisability or desirability of such Acquisition Proposal.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders Shareholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof), to the extent required by law, that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not not, in and of itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Chico's Fas, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or Table of Contents modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Apptio Inc)
Certain Disclosures. So long as Except to the extent expressly provided in this Section 7.3, nothing in this Section 7.3 or elsewhere in this Agreement shall prohibit the Company, the Company Board expressly publicly reaffirms or their Representatives from: (i) taking and disclosing to the stockholders of the Company Board Recommendation in such disclosure (other than a customary position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act or making any “stop-look-and-, look and listen” communication to the stockholders of the Company pursuant pending disclosure of its position thereunder; provided, that any such disclosure does not contain an Adverse Recommendation Change; (ii) disclosing to Rule 14d-9(fthe Company’s stockholders any factual information regarding the business, financial condition or results of operations of the Acquired Companies or the fact that a Competing Proposal has been made, the identity of the Person making such Competing Proposal or the material terms of such Competing Proposal, in each case, that the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that such disclosure is required under applicable Law (it being understood that disclosure under this clause (ii) shall not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) under this Agreement and no such disclosure shall, taken by itself, be deemed to be an Adverse Recommendation Change); or (iii) communicating in writing with any Person (or the Exchange ActRepresentatives of such Person) to the extent necessary to direct such Person to the provisions of this Section 7.3; provided, however, that (A) the Company Board (or any committee thereof) shall not make an Adverse Recommendation Change, except in accordance with Section 7.3(f), then nothing in this Agreement will prohibit and (B) any such statement or disclosure made by the Company or the Company Board (or a committee thereof) from (i) taking and disclosing pursuant to this sentence must be subject to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look terms and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes conditions of this Agreement, a factually accurate public statement by Agreement and that nothing in the foregoing will be deemed to permit the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a any committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) effect an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Adverse Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Preferred Apartment Communities Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders holders of Shares a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders holders of Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication)Act; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders holders of Shares as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (including regarding the business, financial condition 1) any such statement or results of operations of the Company and its Subsidiaries) that disclosure made by the Company Board (or a committee thereof), after consultation ) pursuant to this Section 5.3(g) must comply with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board expressly publicly reaffirms (or a committee thereof) and the rights of Parent under this Section 5.3, and (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board (or any committee thereof) to effect a Company Board Recommendation in such disclosure (Change other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Actin accordance with Section 5.3(e), then it . It is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies Proposal received in accordance with this Agreement, the identity of the Person or group making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; Proposal or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change, provided that such public statement expressly states that the Company Board Recommendation has not changed.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.4; or (iiiiv) making any disclosure to the Company Stockholders as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (including regarding the business, financial condition 1) any such statement or results of operations of the Company and its Subsidiaries) that disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.4(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.4, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.4(e), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (RealPage, Inc.)
Certain Disclosures. So long as (a) Supporting Noteholder hereby permits and authorizes Cenveo to publicly disclose the Company Board expressly publicly reaffirms amount and nature of Supporting Noteholder’s aggregate ownership of Owned Notes and the Company Board Recommendation existence and nature of Supporting Noteholder’s and Cenveo’s commitments, arrangements and understandings pursuant to this Agreement in any press release or any disclosure document in connection with the Offer, including without limitation by summarizing this Agreement in and attaching a copy hereof to the Offering Memorandum, except that such disclosure shall be pre‑approved by the Supporting Noteholder in its substantial final form.
(b) Within one (1) business day of the execution of this Agreement, Cenveo shall publicly file a document (the “Cleansing Document”), containing, as applicable, all of the written and oral material non-public information (“MNPI”) and that was provided by Cenveo (or its representatives) to Supporting Noteholder (or its representatives) or confirm in writing to Supporting Noteholder that none of the written and oral information that was so provided constitutes MNPI. The Cleansing Document may consist, in whole or in part, of a summary that reasonably reflects the applicable MNPI that was provided by Cenveo. As promptly as practicable, but in no event less than 24 hours in advance of the issuance, filing and/or disclosure of the Cleansing Document, Cenveo shall provide Supporting Noteholder with a draft of the Cleansing Document and will in good faith consider Supporting Noteholder’s reasonable requests for additions to or other than a customary “stop-look-and-listen” communication modifications to the stockholders Cleansing Document prior to disclosure of the Company pursuant such Cleansing Document. The Cleansing Document shall be on Form 8-K or any periodic report required or permitted to Rule 14d-9(f) under the Exchange Act), then nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated be filed under the Exchange Act with the Securities Exchange Commission (the “SEC”) or complying with Rule 14d-9 promulgated under in such other manner that Cenveo reasonably determines results in public dissemination of such information. In the Exchange Actevent that either (i) Cenveo fails to issue and/or file the required Cleansing Document on, including a “stopbefore, look or within one (1) business day of the execution of this Agreement, or fails to confirm in writing to Supporting Noteholder that none of the written and listen” communication oral information that was provided by the Company Board Cenveo (or a committee thereofits representatives) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (Supporting Noteholder constitutes MNPI, or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or if Supporting Noteholder makes a committee thereof)reasonable determination, after consultation with outside legal counsel, has determined that the Cleansing Document disclosed by Cenveo is not sufficient to remove any Trading Restriction (as defined below) on such Supporting Noteholder, then Supporting Noteholder (or any of its representatives or affiliates) shall be authorized to make available to the public a summary that reflects, in its reasonable judgment, the MNPI that was provided by Cenveo (or its representatives) (the “Supporting Noteholder Disclosure”); provided, however, that Supporting Noteholder shall provide to Cenveo (or its representatives) a copy of the proposed Supporting Noteholder Disclosure at least 24 hours prior to making same available to the public and will in good faith is required consider Cenveo’s reasonable requests for additions to or other modifications to the proposed Supporting Noteholder Disclosure prior to disclosure of such proposed Supporting Noteholder Disclosure. During such 24 hour period (the “Meet and Confer Period”), the Parties will meet and confer (in person or by applicable Lawteleconference) in good faith to discuss the proposed Supporting Noteholder Disclosure and consider, as necessary, any amendments thereto. Whether or not the Parties are able to agree on the form of Supporting Noteholder Disclosure during the Meet and Confer Period, Supporting Noteholder (or its representatives or affiliates) shall thereafter, automatically and requiring no further act hereunder (and notwithstanding if this Agreement has been terminated), be authorized to make available to the public the Supporting Noteholder Disclosure in the form previously disclosed to Cenveo (and reflecting all or any portion of any amendments discussed during the Meet and Confer Period as the disclosing Supporting Noteholder agrees to incorporate in their in their sole discretion). In additionthat event, so long as none of Supporting Noteholder, its representatives or affiliates, shall have any liability to Cenveo in connection with the Company Board expressly publicly reaffirms disclosure of MNPI in accordance with the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders terms of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then this paragraph unless it is understood and agreed that, for purposes determined by a final judgment of this Agreement, a factually accurate public statement by court of competent jurisdiction that Supporting Noteholder’s determination that the Company or additional information contained in the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation ChangeSupporting Noteholder Disclosure constituted MNPI was manifestly unreasonable.
Appears in 1 contract
Samples: Support Agreement (Cenveo, Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the shareholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the shareholders of the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iiiiv) making any disclosure to the shareholders of the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.1, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification amendment or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Intricon Corp)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying communication in connection with Item 1012(a) the making or amendment of Regulation M-A promulgated under the Exchange Act; a tender offer or (iii) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereofexchange offer), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than making a customary “stop-look-and-listen” communication to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) under the Exchange ActAct (or any similar communication) or from making disclosures to the Company Stockholders required by applicable securities Laws with regard to the Transactions or an Acquisition Proposal, it being understood that any such disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(c). In addition, then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under United States federal or state Law with regard to an Acquisition Proposal if, in the good faith judgment of the Company Board, after consultation with its outside legal counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable Law and such disclosure is otherwise required under applicable Law; or (iiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board has determined to make in good faith, it being understood that, in the case of each of clauses (or a committee thereofi) through (v), after consultation any such statement or disclosure made by the Company Board must be subject to and in compliance in all respects with outside counsel, has determined in good faith is required by applicable Lawthe terms and conditions of this Agreement. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (Recommendation Change for so long as such disclosure does not have the substantive effect of withdrawing or modifying in a committee thereof) manner adverse to withhold, withdraw, amend, qualify or modify, Parent the Company Board Recommendation; (2. For the avoidance of doubt, the fact that a disclosure or other action may be deemed permissible by virtue of this Section 5.3(g) an adoption, approval does not in and of itself mean that such disclosure or recommendation with respect to such Acquisition Proposal; or (3) other action does not constitute a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Otelco Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making informing any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations Person of the Company and its Subsidiaries) existence of the provisions contained in this Section 5.3; it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “"stop, look and listen” " communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s 's receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Marketo, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesCompany) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Ellie Mae Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making in response to an unsolicited inquiry from any disclosure Person, solely informing any such Person of the existence of the provisions contained in this Section 6.2, it being understood that nothing in the foregoing will be deemed to permit the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 6.2(e), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not, in and of itself, be prohibited by this Agreement and will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereofthereof including the Special Committee) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereofthereof including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, including the Special Committee) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof, including the Special Committee) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof including the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof including the Special Committee) to effect a Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof including the Special Committee), to the extent required by law, that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , and the material terms of such Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Recommendation Change, in each case, so long as the Company Board (or a committee thereof, including the Special Committee), expressly reaffirms the Special Committee Recommendation and the Company Board Recommendation Changein such public statement.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) the Special Committee, as applicable, from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) the Special Committee, as applicable, to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (iiiv) making any disclosure to the Company Stockholders Shareholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof)the Special Committee, after consultation with outside counselas applicable, has determined to make in good faith is required faith, it being understood that any such statement or disclosure made by applicable Lawthe Company Board or the Special Committee, as applicable, must be subject to the terms and conditions of this Agreement. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely or the Special Committee, as applicable, to the extent required by applicable Law that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and/or the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) the Special Committee, as applicable, to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board an Adverse Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including Act (it being understood that a “stop, look and listen” communication statement by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communicationshall not be deemed to be a Company Board Recommendation Change); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) in response to an inquiry, responding to inform any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with Table of Contents regard to an Acquisition Proposal (it being understood that any such statement or disclosure made by the Company Board pursuant to this Section 5.3(g)(iv) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 5.3); or (iiiv) making any disclosure to the Company Stockholders Shareholders (including regarding the business, assets, financial condition or condition, results of operations operations, properties or liabilities of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined to make in good faith is required by in order to comply with applicable Law. In addition, so long as regulation or stock exchange rule or listing agreement (it being understood that any such statement or disclosure made by the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication pursuant to this Section 5.3(g)(v) must be subject to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood terms and agreed that, for purposes conditions of this Agreement, a factually accurate public statement by Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board solely that (Aand the rights of Parent under this Section 5.3); provided, that, for the avoidance of doubt, nothing in this Section 5.3(g) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not shall be deemed to be (1) a withholding, withdrawal, amendment, qualification modify or modification, or proposal by supplement the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a definition of Company Board Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) the Special Committee from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) the Special Committee to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders (including regarding the businesswith respect to an Acquisition Proposal as required by applicable Law, financial condition regulation or results of operations of the Company and its Subsidiaries) stock exchange rule or listing agreement; provided, that the Company Board (or a committee thereof)the Special Committee, after consultation with outside counselas applicable, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly shall publicly reaffirms reaffirm the Company Board Recommendation in such disclosure and nothing in the foregoing will be deemed to permit the Company or the Company Board or the Special Committee to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), and any public disclosure (other than a customary any “stop-look-and-, look and listen” communication to the stockholders of the Company pursuant to Rule 14d-9(fstatement) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes and the Company’s receipt of an Acquisition Proposal; (B) identifies Special Committee thereof relating to any determination or other action by the Person making such Acquisition Proposal; (C) provides Company Board or the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement Special Committee with respect thereto will not to any Acquisition Proposal shall be deemed to be (1) a withholdingCompany Board Recommendation Change unless the Company Board or the Special Committee, withdrawalas applicable, amendmentexpressly publicly reaffirm the Company Board Recommendation in such disclosure; provided, qualification further, that any such statement or modification, or proposal disclosure made by the Company Board (or a committee thereofthe Special Committee pursuant to this Section 5.3(f) must be subject to withholdthe terms and conditions of this Agreement and will not limit or otherwise modify the effect, withdrawif any, amend, qualify that any such action has under this Agreement or modify, the obligations of the Company or the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Changethe Special Committee and the rights of Parent under this Section 5.3.
Appears in 1 contract
Samples: Merger Agreement (Fathom Digital Manufacturing Corp)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing contained in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; or (iiiv) making any disclosure to the Company Stockholders Shareholders unrelated to an Acquisition Proposal (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required faith, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof) must be subject to the terms and conditions of this Agreement. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) to the extent required by applicable Law that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and/or the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Cision Ltd.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not, in and of itself, be prohibited by this Agreement and will not be deemed to be (1x) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2y) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Augmedix, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including it being understood that a “stop, look and listen” communication statement by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication)shall not be deemed a Company Board Recommendation Change; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) in response to any inquiry, informing any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under United States federal or state Law with regard to an Acquisition Proposal (it being understood that any such statement or disclosure made by the Company Board pursuant to this Section 5.3(f)(iv) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 5.3); or (iiiv) making any disclosure to the Company Stockholders Shareholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 5.3(f). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (PRGX Global, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than in a customary “stop-look-and-, look and listen” communication to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) 14d-9 promulgated under the Exchange Act), then ):
(i) nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (iA) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (iiB) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (C) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiD) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with its outside legal counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure ; and
(other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(fii) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof), after the Company or the Company Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to make such factually accurate public statement would be reasonably expected to violate its obligations under applicable Law, that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person or Group making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely (or a committee thereof) that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Rover Group, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereofthereof including the Special Committee) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereofthereof including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, including the Special Committee) has determined to make in good faith is required in order to comply with applicable law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by applicable Lawthe Company Board (or a committee thereof, including the Special Committee) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof including the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof including the Special Committee) to effect a Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof including the Special Committee), to the extent required by law, that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , and the material terms of such Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Recommendation Change, in each case, so long as the Company Board (or a committee thereof, including the Special Committee), expressly reaffirms the Special Committee Recommendation and the Company Board Recommendation Changein such public statement.
Appears in 1 contract
Samples: Merger Agreement (EngageSmart, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a duly authorized committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a duly authorized committee thereofthereof ) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the businessas required by applicable Law, financial condition regulation or results of operations of stock exchange rule or listing agreement; provided, that the Company Board shall publicly reaffirm the Company Board Recommendation in such disclosure and its Subsidiaries) that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a duly authorized committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), after consultation and any public disclosure (other than any customary “stop, look and listen” statement) by the Company or the Company Board thereof relating to any determination or other action by the Company Board with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as respect to any Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure; provided, further, that any such statement or disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal made by the Company Board (or a duly authorized committee thereof) pursuant to withholdthis Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise modify the effect, withdrawif any, amend, qualify that any such action has under this Agreement or modify, the obligations of the Company or the Company Board Recommendation; (2or a duly authorized committee thereof) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Changeand the rights of Parent under this Section 5.3.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders Shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including Act (it being understood that a “stop, look and listen” communication statement by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communicationshall not be deemed to be a Company Board Recommendation Change); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) in response to an inquiry, responding to inform any Person of the existence of the provisions contained in this Section 5.3; (iv) complying with the Company’s disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal (it being understood that any such statement or disclosure made by the Company Board pursuant to this Section 5.3(g)(iv) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 5.3); or (iiiv) making any disclosure to the Company Stockholders Shareholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined to make in good faith is required by in order to comply with applicable Law. In addition, so long as regulation or stock exchange rule or listing agreement (it being understood that any such statement or disclosure made by the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication pursuant to this Section 5.3(g)(v) must be subject to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood terms and agreed that, for purposes conditions of this Agreement, a factually accurate public statement by Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board solely that (Aand the rights of Parent under this Section 5.3); provided, that, for the avoidance of doubt, nothing in this Section 5.3(g) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not shall be deemed to be (1) a withholding, withdrawal, amendment, qualification modify or modification, or proposal by supplement the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a definition of Company Board Recommendation Change.
Appears in 1 contract
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof, including the Special Committee) from (i) taking and disclosing to the Company Stockholders Stockholders, to the extent required by applicable Law or the rules of the New York Stock Exchange, a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof, including the Special Committee) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), including the Special Committee) determines in good faith, after consultation with outside legal counsel, has determined that the failure to make such disclosure would reasonably be expected to be inconsistent with applicable Law or the rules of the New York Stock Exchange, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof, including the Special Committee) 63 pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof, including the Special Committee) and the rights of Parent under this Section 5.3, it being understood that nothing in good faith is required by applicable Lawthe foregoing will be deemed to permit the Company or the Company Board (or a committee thereof, including the Special Committee) to effect a Recommendation Change other than in accordance with Section 5.3(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof, including the Special Committee), to the extent required by Law, that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , and the material terms of such Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Recommendation Change, in each case if the statement reaffirms the Company Board Recommendation Changeand Special Committee Recommendation or states that no position has been taken by the Company Board as to the advisability or desirability of such Acquisition Proposal.
Appears in 1 contract
Samples: Merger Agreement (Squarespace, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the shareholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the shareholders of the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 6.1; or (iiiiv) making any disclosure to the shareholders of the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 6.1, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Recommendation Change other than in accordance with Section 6.1(d). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof), to the extent required by Law, that solely that (A) describes the Company’s receipt of an Alternative Acquisition Proposal; (B) identifies , the identity of the Person making such Alternative Acquisition Proposal; (C) provides , and the material terms of such Alternative Acquisition Proposal; or (D) describes the operation Proposal will not, in and of this Agreement with respect thereto will not itself, be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Alternative Acquisition Proposal; or (3C) a Recommendation Change, in each case, so long as the Company Board (or a committee thereof), expressly reaffirms the Company Recommendation Changein such public statement.
Appears in 1 contract
Samples: Merger Agreement (Smartsheet Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, has determined to make in good faith is required in order to comply with applicable law, it being understood that any such statement or disclosure made by applicable Lawthe Company Board pursuant to this Section 5.3(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 5.3, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board to effect a Company Board Recommendation Change other than in accordance with Section 5.3(e). In addition, so long as Any disclosure by the Company or the Company Board relating to an Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation of this Agreement with respect thereto will not be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Changedisclosure.
Appears in 1 contract
Samples: Merger Agreement (Blue Nile Inc)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or its Subsidiaries or the Company Board (or a committee thereof) from (i) taking and disclosing to the Company Stockholders holders of Shares a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders holders of Shares pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.3; or (iiiiv) making any disclosure to the Company Stockholders holders of Shares as required by applicable Law, regulation or stock exchange rule or listing agreement, it being understood that (including regarding the business, financial condition 1) any such statement or results of operations of the Company and its Subsidiaries) that disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or its Subsidiaries or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.3, and (2) nothing in the foregoing will be deemed to permit the Company or its Subsidiaries or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Tenneco Inc)
Certain Disclosures. So long as (a) The Creditor Parties severally and not jointly agree and covenant to hold this Agreement and the Company Board expressly publicly reaffirms the Company Board Recommendation terms hereof confidential in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders accordance with their respective confidentiality agreements with any applicable member of the Company pursuant Group.
(b) The Holding Companies severally and not jointly agree and covenant, subject to Rule 14d-9(fthe remainder of this paragraph and clause (c) under the Exchange Act)below, then nothing in to hold this Agreement will prohibit and the Company terms hereof confidential in accordance with their ordinary procedures, provided, that the Holding Companies may disclose this Agreement or the Company Board (or a committee thereof) from terms hereof: (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act any of its affiliates or complying with Rule 14d-9 promulgated under the Exchange Actits or their respective officers, including a “stopemployees, look and listen” communication by the Company Board (directors, attorneys, subcontractors, advisors or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication)partners; (ii) complying with Item 1012(a) of Regulation Mas required by applicable law, subpoena, court order, legal process, rule, regulation or governmental or regulatory authority or self-A promulgated under the Exchange Act; regulatory body or (iii) making to any disclosure to the Company Stockholders (including regarding the business, financial condition holders of indebtedness or results securities of operations any member of the Company and its Subsidiaries) that the Company Board (Group or a committee thereof), after consultation with outside counsel, has determined in good faith is required by applicable Law. In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders any bona fide potential purchaser of indebtedness or securities of any member of the Company Group.
(c) The Creditor Parties hereby permit and authorize the Company Group to publish and disclose the Creditor Parties’ aggregate ownership of each tranche of Existing Debt and the nature of the Parties’ commitments, arrangements and understandings pursuant to Rule 14d-9(f) under this Agreement in any press release or any other disclosure document in connection with the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company Offers or the Company Board solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal; (C) provides the material terms of such Acquisition Proposal; or (D) describes the operation any disclosure of this Agreement made pursuant to any applicable law or rule or regulation of any securities exchange or governmental agency (including disclosure by filing a Form 8-K), provided, however, that except as required by law or any rule or regulation of any securities exchange or any governmental agency (in which case the applicable Creditor Party shall be provided with respect thereto will not be deemed a copy of such disclosure a reasonable time in advance of its filing or release and shall have the right to be (1) a withholding, withdrawal, amendment, qualification comment on such proposed disclosure or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify or modifyrelease as it reasonably determines), the Company Board Recommendation; shall not, without the applicable Creditor Party’s prior consent, (2i) an adoptionuse the name of any Creditor Party or its controlled affiliates, approval officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release or recommendation filing with respect to such Acquisition Proposal; the SEC or (3ii) a Company Board Recommendation Changedisclose the specific holdings of any Creditor Party to any person. For the avoidance of doubt, the Creditor Parties authorize and consent to the disclosure contained in the Offering Memorandum.
Appears in 1 contract
Samples: Support and Exchange Agreement (Pyxus International, Inc.)
Certain Disclosures. So long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then nothing Nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (i) taking and disclosing to the stockholders of the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in this Section 5.1; or (iiiiv) making any disclosure to the stockholders of the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its Subsidiaries) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable Law, regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board (or a committee thereof) pursuant to this Section 5.1(g) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of the Parent under this Section 5.1, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation Change other than in accordance with Section 5.1(e). In addition, so long as the Company Board expressly publicly reaffirms the Company Board Recommendation in such disclosure (other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; (B) identifies , the identity of the Person making such Acquisition Proposal; (C) provides , the material terms of such Acquisition Proposal; or (D) describes Proposal and the operation of this Agreement with respect thereto will not be deemed to be (1A) a withholding, withdrawal, amendment, qualification amendment or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2B) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3C) a Company Board Recommendation Change.
Appears in 1 contract
Samples: Merger Agreement (Cynergistek, Inc)
Certain Disclosures. So long as the Company Board (or a committee thereof) expressly publicly reaffirms the Company Board Recommendation in any such public disclosure (other than in a customary “stop-look-and-, look and listen” communication to the stockholders of the Company Stockholders pursuant to Rule 14d-9(f) 14d-9 promulgated under the Exchange Act), then ):
(i) nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (iA) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (iiB) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (C) informing any Person of the existence of the provisions contained in this Section 5.2; or (iiiD) making any disclosure to the Company Stockholders (including regarding the business, financial condition or results of operations of the Company and its SubsidiariesGroup) that the Company Board (or a committee thereof), after consultation with outside counsel, ) has determined to make in good faith is required by in order to comply with applicable Law. In addition, so long as regulation or stock exchange rule or listing agreement, it being understood that any such statement or disclosure made by the Company Board expressly publicly reaffirms (or a committee thereof) pursuant to this Section 5.2(f)(i) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) and the rights of Parent under this Section 5.2, it being understood that nothing in the foregoing will be deemed to permit the Company or the Company Board (or a committee thereof) to effect a Company Board Recommendation in such disclosure (Change other than a customary “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(fin accordance with Section 5.2(d).
(ii) under the Exchange Act), then it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof) that solely that (A) describes the Company’s receipt of an Acquisition Proposal; , (B) identifies the Person making such Acquisition Proposal; , (C) provides the material terms of such Acquisition Proposal; , or (D) describes the operation of this Agreement with respect thereto will not not, in and of itself, be deemed to be (1) a withholding, withdrawal, amendment, qualification or modification, or proposal by the Company Board (or a committee thereof) to withhold, withdraw, amend, qualify amend or modify, the Company Board Recommendation; (2) an adoption, approval or recommendation with respect to such Acquisition Proposal; or (3) a Company Board Recommendation Change.
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