Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Parent or their respective Boards of Directors from taking and disclosing to their stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the Company shall not withdraw, modify or change the Company Board Recommendation in a manner adverse to Parent, unless specifically permitted pursuant to the terms of Section 5.4(d), and Parent shall not withdraw, modify or change the Parent Board Recommendation in a manner adverse to the Company.
Appears in 4 contracts
Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit Parent or the Company or Parent or their respective Boards Board of Directors from taking and disclosing to their the stockholders of Parent or the Company, as the case may be, a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the Company content of any such disclosure thereunder shall not withdraw, modify or change the Company Board Recommendation in a manner adverse to Parent, unless specifically permitted pursuant to be governed by the terms of this Agreement, including with respect to any Change of Recommendation as set forth in Section 5.4(d5.3(d), and Parent shall not withdraw, modify or change the Parent Board Recommendation in a manner adverse to the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp), Merger Agreement
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Parent or their respective Boards the Company, or its Board of Directors Directors, from taking and disclosing to their its stockholders 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, neither Parent nor the Company shall not withdraw, modify or change the Company Board effect a Change of Recommendation in a manner adverse to Parent, unless specifically permitted pursuant to the terms of Section 5.4(d5.3(d), and Parent shall not withdraw, modify or change the Parent Board Recommendation in a manner adverse to the Company.
Appears in 3 contracts
Samples: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
