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 the Company Board from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that the Company Board shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of adoption of this Agreement unless specifically permitted to do so pursuant to Section 5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board from taking and disclosing to its stockholders 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, however, that the Company Board shall not withholdeffect, withdrawor disclose pursuant to such rules or otherwise a position which constitutes, amend or modify its recommendation to the Company’s stockholders in favor a Change of adoption of this Agreement Recommendation unless specifically permitted to do so pursuant to by the terms of Section 5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board from taking and disclosing to its stockholders 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, however, that the Company Board shall not recommend that Company shareholders tender shares of Company capital stock in connection with any tender or exchange offer, or withhold, withdraw, amend withdraw or modify its recommendation to the Company’s stockholders shareholders in favor of adoption of this Agreement the Company Shareholder Approval unless specifically permitted to do so pursuant to Section 5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board from taking and disclosing to its stockholders 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, however, that the Company Board shall not recommend that Company stockholders tender shares of Company capital stock in connection with any tender or exchange offer, or withhold, withdraw, amend withdraw or modify its recommendation to the Company’s stockholders in favor of adoption of this Agreement the Company Stockholder Approval unless specifically permitted to do so pursuant to Section 5.3(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that neither the Company Board nor any committee thereof shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of adoption of this Agreement Company Board Recommendation unless specifically permitted to do so pursuant to Section 5.3(d6.6(d).

Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that the Company Board shall not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of the approval and adoption of this Agreement and approval of the Merger unless specifically permitted to do so pursuant to Section 5.3(d).