Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s)) requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Caterpillar Inc), Merger Agreement (Bucyrus International Inc)
Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shallshall not, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Filenet Corp), Merger Agreement (Internet Security Systems Inc/Ga)
Company Rights Agreement. The Company Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s1.3(a)) reasonably requested by Parent in order to render the Company Rights inapplicable to this AgreementAgreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Acer Inc), Merger Agreement (Gateway Inc)
Company Rights Agreement. The Company Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s5.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, Tender and Support Agreement and the other transactions contemplated by this Agreement hereby and compliance with thereby, including the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger Offer and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights AgreementMerger.
Appears in 2 contracts
Samples: Merger Agreement (Oracle Corp), Merger Agreement (Hyperion Solutions Corp)
Company Rights Agreement. The Board of Directors of the Company shall take all further actions action (in addition to those that referred to in Section 3.01(s)3.19) reasonably requested in writing by Parent (including redeeming the Company Rights immediately prior to the Effective Time or amending the Company Rights Agreement) in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither hereby. Prior to the Company nor the Board of Directors of the Company shallEffective Time, without the prior written consent of Parent, amend, modify, the Company will not take any action with respect to, or make any determination under, to amend the Company Rights AgreementAgreement or to redeem the Company Rights.
Appears in 2 contracts
Samples: Merger Agreement (PHH Corp), Merger Agreement (HFS Inc)
Company Rights Agreement. The Company Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s5.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement Tender and compliance with the terms of this Agreement. Except as provided above with respect to this Support Agreement, the Merger Escrow Agreement and the other transactions contemplated by this Agreementhereby and thereby, neither including the Company nor Offer and the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights AgreementMerger.
Appears in 2 contracts
Samples: Merger Agreement (Oracle Corp), Merger Agreement (Stellent Inc)
Company Rights Agreement. The Company Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s5.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, Tender and Support Agreements and the other transactions contemplated by this Agreement hereby and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreementthereby.
Appears in 2 contracts
Samples: Merger Agreement (Blue Coat Systems Inc), Merger Agreement (Packeteer Inc)
Company Rights Agreement. The Company Board of Directors of the Company shall take all further actions action reasonably requested in writing by Parent (in addition to those actions referred to in Section 3.01(s)3.05) requested by Parent in order to render the Company Rights inapplicable to this Agreement, the MergerOffer, the Merger and the other transactions contemplated by this Agreement and compliance with the terms of this AgreementTransactions. Except as provided above with respect to this Agreement, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, neither the Company nor the Board of Directors of the Company shallshall not, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Hisamitsu U.S., Inc.), Merger Agreement (Noven Pharmaceuticals Inc)
Company Rights Agreement. The Company Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s4.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, Voting Agreement and the other transactions contemplated by this Agreement hereby and compliance with thereby, including the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights AgreementMerger.
Appears in 1 contract
Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s3.01(r)) requested by Parent that are necessary in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreementthe Merger, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shallshall not, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.
Appears in 1 contract
Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s3.01(u)) requested by Parent in order to render the Company Rights inapplicable to this Agreement, Agreement and the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementMerger, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.
Appears in 1 contract
Samples: Merger Agreement (SPSS Inc)