Certain Permitted Disclosure. Nothing contained in this Section 6.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors is affirmed or remains unchanged; provided, further, that this paragraph (h) shall not be deemed to permit Parent or Parent’s board of directors to effect a Parent Change in Recommendation except in accordance with Section 6.3(f).
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.)
Certain Permitted Disclosure. Nothing contained in this Section 6.3 5.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors the Parent Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.3(g) shall not be deemed to permit Parent or Parent’s board of directors the Parent Board to effect a Parent Change in Recommendation Recommendation, except in accordance with Section 6.3(f5.3(f).
Appears in 2 contracts
Samples: Merger Agreement (Engility Holdings, Inc.), Merger Agreement (Science Applications International Corp)
Certain Permitted Disclosure. Nothing contained in this Section 6.3 5.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors the Parent Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.3(h) shall not be deemed to permit Parent or Parent’s board of directors the Parent Board to effect a Parent Change in Recommendation Recommendation, except in accordance with Section 6.3(fSections 5.3(f) or 5.3(g).
Appears in 2 contracts
Samples: Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.)
Certain Permitted Disclosure. Nothing contained in this Section 6.3 5.3 shall be deemed to prohibit Parent from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Parent Acquisition Proposal; provided that that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of Parent’s board of directors the Parent Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.3(h) shall not be deemed to permit Parent or Parent’s board of directors the Parent Board to effect a Parent Change in Recommendation except in accordance with Section 6.3(fSections 5.3(f) or 5.3(g). Parent shall not submit to the vote of its stockholders any Parent Acquisition Proposal or Parent Superior Proposal prior to the termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Metacrine, Inc.)