Company Specified Representations. Company Specified Representations" shall mean the representations and warranties of the Company contained in Sections 2.3(a), 2.3(d), 2.21, 2.22, 2.23, 2.25 and 2.27 of the Agreement. Company Triggering Event. A "Company Triggering Event" shall be deemed to have occurred if: (a) the board of directors of the Company shall have failed to recommend that the Company's stockholders vote to adopt the Agreement, or shall have withdrawn or shall have modified in a manner adverse to Parent the Company Board Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the Company Board Recommendation or a statement to the effect that the board of directors of the Company has determined and believes that the Merger is advisable to, and in the best interests of, the Company's stockholders; (c) the board of directors of the Company fails to reaffirm the Company Board Recommendation, or fails to reaffirm its determination that the Merger is in the best interests of the Company's stockholders, within 10 days after Parent requests in writing that such recommendation or determination be reaffirmed; (d) the board of directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (e) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal, other than confidentiality agreements that the Company is required to enter into pursuant to the proviso to Section 4.3(a) of the Agreement; (f) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (g) any director or executive officer of the Company shall have materially breached, or shall have directly or indirectly induced or encouraged any other Person to materially breach, any of the provisions set forth in Section 4.3 of the Agreement.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc)
Company Specified Representations. “Company Specified Representations" ” shall mean the representations and warranties of the Company contained in Sections 2.3(a), 2.3(d), 2.21, 2.22, 2.23, 2.23 and 2.25 and 2.27 of the AgreementAgreement or the equivalent sections of the Company Disclosure Schedule. Company Triggering Event. A "“Company Triggering Event" ” shall be deemed to have occurred if: (a) the board of directors of the Company shall have failed to recommend that the Company's stockholders vote to adopt the Agreement, or shall have withdrawn or shall have modified in a manner adverse to Parent the Company Board Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the Company Board Recommendation or a statement to the effect that the board of directors of the Company has determined and believes that the Merger is advisable to, and in the best interests of, the Company's stockholdersRecommendation; (c) the board of directors of the Company fails to reaffirm the Company Board Recommendation, or fails to reaffirm its determination that the Merger is in the best interests of the Company's stockholders, Recommendation within 10 days after Parent reasonably requests in writing that such recommendation or determination be reaffirmed; (d) the board of directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (e) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal, other than confidentiality agreements that the Company is required to enter into pursuant to the proviso to Section 4.3(a) of the Agreement; (f) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (g) any director or executive officer of an Acquisition Proposal is publicly announced, and the Company shall have materially breached, or shall have directly or indirectly induced or encouraged any other Person fails to materially breach, any of the provisions set forth in Section 4.3 of the Agreementissue a press release announcing its opposition to such Acquisition Proposal within 10 business days after such Acquisition Proposal is publicly announced.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rf Micro Devices Inc), Agreement and Plan of Merger and Reorganization (Sirenza Microdevices Inc)
