Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Board from taking any action necessary to comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act; provided that the content of any such disclosure 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 5.4(d).
Appears in 3 contracts
Samples: Merger Agreement (3com Corp), Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (Advanced Products Group Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Board from taking any action necessary and disclosing to comply with its stockholders a position contemplated by Rules 14d-9 and 14e-2 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure 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 5.4(d4.4(d).
Appears in 2 contracts
Samples: Merger Agreement (Optical Communication Products Inc), Merger Agreement (Oplink Communications Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Board from taking any action necessary to comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act; provided , or from making any other disclosure if in the good faith judgment of the Board, after consultation and written advice of its legal counsel, failure to do so would result in a violation of law, provided, however, that the content of any such disclosure 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 5.4(d).
Appears in 2 contracts
Samples: Merger Agreement (Reptron Electronics Inc), Merger Agreement (Kimball International Inc)
Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Board from taking any action necessary to comply with Rules 14d-9 and 14e-2 promulgated under the Exchange Act; provided that the content of any such disclosure 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 5.4(d(d).
Appears in 1 contract
