Common use of Compliance with Tender Offer Rules Clause in Contracts

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d 9(f) and the Exchange Act; provided provided, however, in each case, that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company either party or its Board respective board of Directors directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company neither party shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d)5.3(d) hereof.

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant subject to the terms of Section 6.3(d).this

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any communication to the stockholders of the Company pursuant to Rule 14d-9(f) and the Exchange Act; provided provided, however, in each case, that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Company, its Board of Directors or any committee thereof from taking and disclosing to the stockholders of the Company its shareholders a position contemplated by Item 1012(a) of Regulation M-A and Rules 14d-9 and 14e-2(a) ), each as promulgated under the Exchange Act; provided that the content of any such disclosure thereunder . Nothing contained in this Section 5.3(e) shall be governed by interpreted to affect or otherwise qualify, limit or modify in any way the terms rights of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d)Parent or Merger Sub set forth in Article VII hereof.

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d4.2(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d5.4(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders shareholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content Act or taking any action required by any order or` decree of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing provisoGovernmental Entity; provided, however, that neither the Company Board nor any committee thereof shall not effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation unless specifically permitted to do so pursuant to the terms of this Section 6.3(d)6.6.

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors or the Special Committee from taking and disclosing to the stockholders shareholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; , provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a including with respect to any Change of Recommendation unless specifically permitted pursuant to the terms of as set forth in Section 6.3(d5.02(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided provided, that the content of any such disclosure thereunder shall be governed by subject to the terms of this AgreementSection 4.6. Without limiting the foregoing proviso, the Company shall not effect make a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d4.6(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders shareholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a including with respect to any Change of Recommendation unless specifically permitted pursuant to the terms of as set forth in Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided provided, however, that the content Company Board shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of any such disclosure thereunder shall be governed by the terms approval and adoption of this Agreement. Without limiting Agreement and approval of the foregoing proviso, the Company shall not effect a Change of Recommendation Merger unless specifically permitted to do so pursuant to the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided provided, however, that the content Company Board shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of any such disclosure thereunder shall be governed by the terms adoption of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation Agreement unless specifically permitted to do so pursuant to the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to the stockholders of the Company its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) or Item 1012(a) of Regulation M-A, promulgated under the Exchange Act; provided provided, however, that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect effect, or disclose pursuant to such rules or otherwise a position which constitutes, a Change of Recommendation unless specifically permitted pursuant to by the terms of Section 6.3(d5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this AgreementCompany has otherwise complied with Section 6.5. Without limiting the foregoing proviso, the Company Board shall not effect a Change of in Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d6.2 and Section 6.5(f)(i).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or its the Company Board of Directors from taking and disclosing to the its stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided provided, however, that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, neither the Company Board nor any committee thereof shall not effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation unless specifically permitted to do so pursuant to the terms of Section 6.3(d6.6(d).