Company Rights Agreement. The Company Board shall take all further action reasonably requested in writing by Parent (in addition to those actions referred to in Section 3.05) in order to render the Company Rights inapplicable to this Agreement, the Offer, the Merger and the other Transactions. Except as provided above with respect to this Agreement, the Offer, the Merger and the other Transactions, the Company Board shall 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: Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)
Company Rights Agreement. The Company Board shall take all further action reasonably requested in writing by Parent actions (in addition to those actions referred to in Section 3.051.3(a)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Offer, the Merger Agreement and the other Transactions. Except as provided above with respect to this Agreementtransactions contemplated hereby and thereby, including the Offer, the Merger Offer and the other Transactions, the Company Board shall not, 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: Agreement and Plan of Merger (Acer Inc), Agreement and Plan of Merger (Gateway Inc)
Company Rights Agreement. The Company Board shall take all further action reasonably requested in writing by Parent actions (in addition to those actions referred to in Section 3.055.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Offer, the Merger Tender and Support Agreement and the other Transactions. Except as provided above with respect to this Agreementtransactions contemplated hereby and thereby, including the Offer, the Merger Offer and the other Transactions, the Company Board shall not, 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: Agreement and Plan of Merger (Hyperion Solutions Corp), Agreement and Plan of Merger (Oracle Corp)
Company Rights Agreement. The Company Board shall take all further action reasonably requested in writing by Parent actions (in addition to those actions referred to in Section 3.055.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Offer, the Merger Tender and the other Transactions. Except as provided above with respect to this Support Agreement, the Offer, the Merger Escrow Agreement and the other Transactionstransactions contemplated hereby and thereby, including the Company Board shall not, without Offer and 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: Agreement and Plan of Merger (Stellent Inc), Agreement and Plan of Merger (Oracle Corp)
Company Rights Agreement. The Company Board shall take all further action reasonably requested in writing by Parent actions (in addition to those actions referred to in Section 3.055.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Offer, the Merger Tender and Support Agreements and the other Transactions. Except as provided above with respect to this Agreement, the Offer, the Merger transactions contemplated hereby and the other Transactions, the Company Board shall not, 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: Agreement and Plan of Merger (Packeteer Inc), Agreement and Plan of Merger (Blue Coat Systems Inc)
Company Rights Agreement. The Company Board shall take all further action reasonably requested in writing by Parent actions (in addition to those actions referred to in Section 3.054.26(b)) reasonably requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Offer, the Merger Voting Agreement and the other Transactions. Except as provided above with respect to this Agreementtransactions contemplated hereby and thereby, including the Offer, the Merger and the other Transactions, the Company Board shall not, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights AgreementMerger.
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