Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 9 contracts

Samples: Merger Agreement (Saucony Inc), Merger Agreement (Stride Rite Corp), Merger Agreement (Brooktrout Inc)

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Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any other disclosure to the Company’s stockholders if, in or the good faith judgment of general public if the Company BoardBoard determines in good faith, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations that such disclosure is likely required under applicable lawLaw.

Appears in 4 contracts

Samples: Merger Agreement (Yellow Roadway Corp), Merger Agreement (Usf Corp), Merger Agreement (Yellow Roadway Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (6.3 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations required under applicable lawLegal Requirements.

Appears in 3 contracts

Samples: Merger Agreement (Intersil Corp/De), Merger Agreement (California Micro Devices Corp), Merger Agreement (On Semiconductor Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or 5.1, in Section 6.5 (5.5 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose such action would be inconsistent with its obligations required under applicable lawLegal Requirements.

Appears in 3 contracts

Samples: Merger Agreement (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (Sys), Merger Agreement (Sys)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or 5.1, in Section 6.5 (5.5 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable lawLegal Requirements.

Appears in 2 contracts

Samples: Merger Agreement (Catalyst Semiconductor Inc), Merger Agreement (On Semiconductor Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 7.2 or in Section 6.5 7.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Concord Communications Inc), Merger Agreement (Computer Associates International Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Pinnacle Systems Inc), Merger Agreement (Avid Technology Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company either party from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Merger Partner Board or the Public Company Board, as the case may be, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Critical Therapeutics Inc), Merger Agreement (Cornerstone BioPharma Holdings, Inc.)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 7.2 or in Section 6.5 7.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Niku Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any other disclosure to the Company’s its stockholders if, in the good faith judgment of the Company Board, after consultation with based on the advice of outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Packard Bioscience Co), Merger Agreement (Perkinelmer Inc)

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Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) 6.6 shall be deemed to prohibit the Public Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Public Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Pernix Therapeutics Holdings, Inc.), Merger Agreement (Golf Trust of America Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or 5.1, in Section 6.5 (5.5 or elsewhere otherwise contained in this Agreement) Agreement shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations required under applicable lawLegal Requirements.

Appears in 2 contracts

Samples: Merger Agreement (On Semiconductor Corp), Merger Agreement (Amis Holdings Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any required disclosure to the Company’s 's stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 1 contract

Samples: Merger Agreement (Netegrity Inc)

Certain Permitted Disclosure. Nothing contained in this Section ---------------------------- 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with based on the opinion of outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 1 contract

Samples: Merger Agreement (Keane Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

Appears in 1 contract

Samples: Merger Agreement (Valley National Gases Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.5 (or elsewhere in this Agreement) shall be deemed to prohibit the Company or its Board of Directors from taking and disclosing to its stockholders shareholders a position with respect to a tender offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders shareholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure the Company is required to do so disclose would be inconsistent in order for the Company Board to comply with its fiduciary obligations under applicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matritech Inc/De/)

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