Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 4.24) reasonably requested by Parent in order to render the Company Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of the Company shall not, without the prior written consent of Parent, amend, take any action with respect to, or make any determination under, the Rights Agreement (including a redemption of the Company Rights) to facilitate an Acquisition Proposal.
Appears in 3 contracts
Samples: Merger Agreement (Community Banks Inc /Pa/), Merger Agreement (Susquehanna Bancshares Inc), Agreement and Plan of Merger (Susquehanna Bancshares Inc)
Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 4.243.01(x)) reasonably requested by Parent in order to render the Company Rights inapplicable to the Offer, the Merger and the other transactions contemplated by this Agreement. Except as provided above with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Board of Directors of the Company shall not, without the prior written consent of Parent, amend, take any action with respect to, or make any determination under, the Rights Agreement (including a redemption of the Company Rights) to facilitate an Acquisition a Takeover Proposal.
Appears in 3 contracts
Samples: Merger Agreement (Cardinal Health Inc), Merger Agreement (Viasys Healthcare Inc), Merger Agreement (Cardinal Health Inc)
Company Rights Agreement. The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 4.243.25) reasonably requested by Parent in order to render the Company Rights inapplicable to the Offer, the Merger Option, the Merger and the other transactions contemplated by this Agreement. Except as provided above with respect to the Offer, the Merger Option, the Merger and the other transactions contemplated by this Agreement, the Board of Directors of the Company shall not, without the prior written consent of Parent, amend, take any action with respect to, or make any determination under, the Rights Agreement (including a redemption of the Company Rights) to facilitate an Acquisition a Takeover Proposal.
Appears in 2 contracts
Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Rare Hospitality International Inc)
