Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Section 6.2 or otherwise contained in this Agreement shall be deemed to prohibit the Company from complying with its disclosure requirements under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withholding, withdrawing or modifying adversely to Parent the Company Recommendation, Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a).

Appears in 2 contracts

Samples: Merger Agreement (Verifone Systems, Inc.), Merger Agreement (Hypercom Corp)

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Certain Permitted Disclosure. Nothing contained in this Section 6.2 or otherwise contained in this Agreement shall be deemed to prohibit the Company from complying with its disclosure requirements obligations under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law with regard to an Acquisition Proposal, including taking and disclosing to its shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders); provided, howeverthat such disclosure is consistent with this Section 6.2, provided, further, that if such obligations will in no way eliminate or modify the effect that any action pursuant to such disclosure has the substantive effect of withholding, withdrawing or modifying adversely to Parent the Company Recommendation, Parent shall would otherwise have the right to terminate under this Agreement as set forth in Section 8.4(a)Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Equifax Inc), Merger Agreement (Talx Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 or otherwise contained in this Agreement shall be deemed to prohibit the Company or Parent from complying with its disclosure requirements obligations under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law with regard to an Acquisition Proposal; Proposal provided, however, that if such disclosure has the substantive effect of withholding, withdrawing or adversely modifying adversely to Parent the Company Recommendation or the Parent Recommendation, as the case may be, Parent or the Company shall have the right to terminate this Agreement as set forth in Section 8.4(a)8.3(b) or 8.4(b) as the case may be.

Appears in 1 contract

Samples: Merger Agreement (Rait Investment Trust)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 6.2(a) or otherwise contained in this Agreement (c) shall be deemed to prohibit the Company from complying with its disclosure requirements obligations under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law with regard to an Acquisition Proposal; provided, however, that if any such disclosure has the substantive effect of constitutes a withholding, withdrawing withdrawal or modifying adversely to Parent materially adverse modification of the Company Recommendation, Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.5(b).

Appears in 1 contract

Samples: Merger Agreement (Hydril Co)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 or otherwise contained in this Agreement shall be deemed to prohibit the Company from complying with its disclosure requirements obligations under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withholding, withdrawing or adversely modifying adversely to Parent the Company Recommendation, Parent Parent, shall have the right to terminate this Agreement as set forth in Section 8.4(a8.5(b).

Appears in 1 contract

Samples: Merger Agreement (Conmed Corp)

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Certain Permitted Disclosure. Nothing contained in this Section 6.2 or otherwise contained in this Agreement 6.2(a) shall be deemed to prohibit the Company from complying with its disclosure requirements obligations under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withholding, withdrawing or adversely modifying adversely to Parent the Company Recommendation, Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.5(b).

Appears in 1 contract

Samples: Merger Agreement (Maverick Tube Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 or otherwise contained in this Agreement shall be deemed to prohibit the Company from complying with its disclosure requirements obligations under Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other provisions of U.S. federal or state law Law with regard to an Acquisition ProposalProposal or making a "stop, look and listen" communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act; provided, however, that if such disclosure has the substantive effect of withholding, withdrawing or adversely modifying adversely to Parent the Company Recommendation, such disclosure shall be deemed to be a Change of Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.1(c).

Appears in 1 contract

Samples: Merger Agreement (Varsity Group Inc)

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