Company Actions. (a) The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Company Board Recommendation, and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth in Section 6.4(c) and Section 6.4(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)
Company Actions. (a) The Company hereby approves of and consents to the Offer and Offer. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation, and subject to the right of the Company shall not withdraw Board to withdraw, modify or modify such recommendation amend the Company Board Recommendation in any manner adverse to accordance with the Purchaser or Parent except as set forth in provisions of Section 6.4(c) and Section 6.4(d)5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Consultant Holdings Corp), Agreement and Plan of Merger (Affiliated Computer Services Inc)
Company Actions. (a) The Company hereby approves of and consents to the Offer and consents and, unless the Company Board of Directors has made a Change of Recommendation in accordance with Section 6.3 hereof, to the inclusion of the Company Board Recommendation in the Offer Documents of the Company Board Recommendation, and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth in Section 6.4(c) and Section 6.4(d)Form S-4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tesla, Inc.), Agreement and Plan of Merger (Maxwell Technologies Inc)
Company Actions. (a) The Company hereby approves of and consents to the Offer this Agreement and consents to the inclusion in the Offer Documents of the Company Board RecommendationRecommendation (as hereinafter defined), and subject only to the Company’s rights to withdraw, modify or amend the Company shall not withdraw or modify such recommendation Board Recommendation in any manner adverse to accordance with the Purchaser or Parent except as set forth in provisions of Section 6.4(c) and Section 6.4(d)5.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp)
Company Actions. (a) The Subject to Section 5.3, the Company hereby approves of and consents to the Offer Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Company Board RecommendationRecommendation (as defined in Section 3.4(b)), and the Company shall not withdraw permit the Recommendation or modify such recommendation any component thereof to be modified in any manner adverse to Parent or Merger Sub or withdrawn by the Purchaser Company Board or Parent in any other manner, except as set forth provided in Section 6.4(c) and Section 6.4(d)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)
Company Actions. (a) The Company hereby consents to and approves of the Offer, the Top-Up Option, the Merger and consents to the Offer other Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation, Recommendation (subject only to the Company’s right to make an Adverse Company Recommendation Change in accordance with the provisions of Section 7.4(d)) and of references to and all other material disclosures relating to the Company Financial Advisor and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth in Section 6.4(c) and Section 6.4(d)Fairness Opinion.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Engility Holdings, Inc.)
Company Actions. (a) The Company hereby approves of and consents to the Offer and the other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Company Board RecommendationRecommendation in the Offer Documents, and subject to the right of the Company shall not withdraw Board to withdraw, modify or modify such amend its recommendation in any manner adverse to accordance with the Purchaser or Parent except as set forth in provisions of Section 6.4(c) and Section 6.4(d)6.4 of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barrier Therapeutics Inc), Agreement and Plan of Merger (Stiefel Laboratories, Inc.)
Company Actions. (a) The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Company Board RecommendationRecommendation (subject only to the Company’s right to rescind, and modify or withdraw the Company shall not withdraw or modify such recommendation Board Recommendation in any manner adverse to accordance with the Purchaser or Parent except as set forth in provisions of Section 6.4(c) and Section 6.4(d6.04).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)
Company Actions. (a) The Company hereby approves of and consents to the Offer Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation, and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth in permitted by Section 6.4(c) and Section 6.4(d6.03(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.)
Company Actions. (a) The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Company Board Recommendation, and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth in Section 6.4(c) and Section 6.4(d6.03(e).
Appears in 1 contract
Company Actions. (a) The Company hereby approves of and consents to the Offer Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation, and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth in Section 6.4(c) and Section 6.4(d6.03(e).
Appears in 1 contract
Company Actions. (a) The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Company Board Recommendation, and Recommendation (unless the Company shall not withdraw or modify such recommendation Board has made an Adverse Recommendation Change in any manner adverse to the Purchaser or Parent except as set forth in compliance with Section 6.4(c) and Section 6.4(d6.2(b)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.)
Company Actions. (a) The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Company Board RecommendationRecommendation (subject only to the Company’s right to rescind, and modify or withdraw the Company shall not withdraw or modify such recommendation Recommendation in any manner adverse to accordance with the Purchaser or Parent except as set forth in provisions of Section 6.4(c) and Section 6.4(d6.2).
Appears in 1 contract
Company Actions. (a) The Company hereby approves of and consents to the Offer and consents and, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 6.4, to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company (the “Company Board Recommendation, and the Company shall not withdraw or modify such recommendation in any manner adverse to the Purchaser or Parent except as set forth “) described in Section 6.4(c) and Section 6.4(d4.3 (the “Board Recommendation “).
Appears in 1 contract
Samples: Agreement and Plan of Merger (O Reilly Automotive Inc)
Company Actions. (a) The Subject to Section 5.3, the Company --------------- hereby approves of and consents to the Offer Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Company Board RecommendationRecommendation (as defined in Section 3.4(b)), and the Company shall not withdraw permit the Recommendation or modify such recommendation any component thereof to be modified in any manner adverse to Parent or Merger Sub or withdrawn by the Purchaser Company Board or Parent in any other manner, except as set forth provided in Section 6.4(c) and Section 6.4(d)this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Microtouch Systems Inc)
