Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withdrawing or adversely modifying the Company Recommendation, Parent, shall have the right to terminate this Agreement as set forth in Section 8.4(a).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (Banta 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 obligations 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 law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withholding, withdrawing or modifying adversely modifying to Parent the Company Recommendation, Parent, Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a).

Appears in 2 contracts

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

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law with regard to an Acquisition Proposal; provided, however, that if such disclosure does not reaffirm the Company Recommendation or has the substantive effect of withdrawing or adversely modifying the Company Recommendation, Parent, 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(a)8.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Viking Systems Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; provided, however, that if such disclosure does not reaffirm the Company Recommendation or has the substantive effect of withdrawing or adversely modifying the Company Recommendation, Parent, 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(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Hanmi Financial Corp)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to an Acquisition Proposal; providedprovided that, however, that if such disclosure has the effect or substantive effect of withdrawing withholding, withdrawing, qualifying or adversely modifying the Company Recommendation, Parent, such disclosure shall be deemed to be a Change in Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.4(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Directv)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. United States federal or state Law with regard to an Acquisition Proposal; provided, however, that if such disclosure does not reaffirm the Company Recommendation or has the substantive effect of withdrawing or adversely modifying the Company Recommendation, Parent, such disclosure shall be deemed to be a Change in Recommendation and Parent shall have the right to terminate this Agreement as set forth in Section 8.4(a8.5(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Choicepoint Inc), Agreement and Plan of Merger (Reed Elsevier PLC)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 6.3 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; provided, however, that if such disclosure does not reaffirm the Company Recommendation or has the substantive effect of withdrawing or adversely qualifying or modifying 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: Agreement and Plan of Merger (Encore Medical Corp), Agreement and Plan of Merger (Compex Technologies Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 6.2(a) shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withdrawing or adversely modifying 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: Agreement and Plan of Merger (Maverick Tube Corp)

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Certain Permitted Disclosure. Nothing contained in this Section 6.2 6.2(a) or (c) shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; provided, however, that if any such disclosure has the substantive effect constitutes a withholding, withdrawal or materially adverse modification of withdrawing or adversely modifying 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: Agreement and Plan of Merger (Hydril Co)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state 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 withdrawing or adversely modifying the Company Recommendation, Parent, 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: Agreement and Plan of Merger (Varsity Group Inc)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company or Parent from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; Proposal provided, however, that if such disclosure has the substantive effect of withdrawing or adversely modifying the Company Recommendation or the Parent Recommendation, Parentas 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: Agreement and Plan of Merger (Rait Investment Trust)

Certain Permitted Disclosure. Nothing Without limiting the right of the Parent to terminate this Agreement in accordance with Section 8.4(a), nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withdrawing or adversely modifying the Company Recommendation, Parent, shall have the right to terminate this Agreement as set forth in Section 8.4(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifeline Systems, Inc.)

Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under U.S. federal or state Law law with regard to an Acquisition Proposal; provided, however, that if such disclosure has the substantive effect of withdrawing or adversely modifying 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: Agreement and Plan of Merger (Conmed Corp)

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