Nothing contained in this Section. 4.1 shall prohibit the Company from at any time taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act, provided that neither the Company nor its Board of Directors shall, except at permitted by this Section 4.1, approve or recommend acceptance of a proposal for an Acquisition Transaction.
Nothing contained in this Section. 6.3 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders which, in the good faith reasonable judgment of the Company Board, based on the advice of independent legal counsel, is required under applicable Law; provided, however, that except as otherwise permitted in Section 6.3(b), the Company does not withdraw or modify, or propose to withdraw or modify, its position with respect to the Merger or approve or recommend, or propose to approve or recommend, an Acquisition Proposal.
Nothing contained in this Section. 5.1 shall prohibit the Company from (i) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any required disclosure to the shareholders of the Company if, in the good faith judgment of the Board of Directors of the Company (after consultation with outside counsel), failure to so disclose would constitute a violation of applicable Law.
Nothing contained in this Section. 6.1 shall be deemed to prohibit the Sellers, at their own expense, from instituting any actions or proceedings in their own name against any Tenant after the Closing in order to collect the amount of any delinquencies due in whole or in part to the Owner from such Tenant that are allocable to periods prior to the Adjustment Point; provided, however, that in no event shall the Sellers be entitled in any such action or proceeding to seek to evict any Tenant, to recover possession of its space or to terminate its Lease. If requested by the Sellers, Purchaser shall or shall cause Owner to join in any such action or proceeding, or permit the same to be bought in Purchaser's or Owner's name or in the names of the Sellers, Purchaser and Owner, all at the Sellers' sole cost and expense. Purchaser shall not, and shall not cause Owner to, waive or settle any delinquency owed in whole or in part to the Sellers without the prior written consent of the Sellers in each instance.
Nothing contained in this Section. 5.1 shall prohibit GFSB from at any time taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act or making any disclosure required by Rule 14a-9 promulgated under the Exchange Act.
Nothing contained in this Section. 7.01 shall impose any obligation on any Person doing business or dealing with the Partnership to inquire as to whether the Managing General Partner has exceeded its authority in executing any contract, lease, mortgage, note, deed or other instrument on behalf of the Partnership, and any such Person shall be fully protected in relying upon the plenary authority of the Managing General Partner. Except as otherwise provided in Article 8, each General Partner shall serve without compensation for its services. Any General Partner may delegate such of its respective powers and authority to managers, employees and agents of such General Partner or of the Partnership as it shall deem necessary or appropriate for the conduct of the Partnership's business; provided, however, that no General Partner shall purport to authorize any such manager, employee or agent to take any action that such General Partner is itself prohibited from taking under the provisions of this agreement or (in the case of an Additional General Partner) that such Additional General Partner has not been authorized to take pursuant to the provisions of subsection 4.02(c).
Nothing contained in this Section. 2.1 shall be interpreted to prohibit any Medco Party from including in any Standard Medco Formulary any New Basis Competitive Product, provided that, after including such New Basis Competitive Product in such Standard Medco Formulary, all Merck Products are On Formulary on such Standard Medco Formulary, with a Formulary status on such Standard Medco Formulary that is no less favorable than the Formulary status of any Basis Competitive Product.
Nothing contained in this Section. 8.2 shall be construed to mean that such persons or entities other than the Investors (without the written consent of the Investors prior to disclosure of such information as set forth in Section 8.2(a)) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
Nothing contained in this Section. 4.1 shall prohibit the Company from at any time taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's shareholders if, in the good faith judgment of its Board of Directors, based upon the advice of outside counsel, failure so to disclose would constitute a breach of its fiduciary duties to the Company's shareholders under applicable law; provided, however, that neither the Company nor its Board of Directors nor any committee thereof shall, except as permitted by Section 4.1(b), withdraw or modify, or propose to withdraw or modify, its position with respect to this Agreement or approve or recommend, or propose to approve or recommend, an Acquisition Proposal; and provided, further, that the taking of a position by the Company pursuant to Rule 14e-2(a)(2) or (3) of the Exchange Act in respect of an Acquisition Proposal shall not be deemed a withdrawal, a modification or a proposal to do either, of its position with respect to this Agreement for purposes hereof.
Nothing contained in this Section. 5.2 shall prohibit Amedisys from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, (ii) making any disclosure to the Amedisys stockholders that is required by applicable Law, or (iii) issuing a “stop, look and listen” statement or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act pending disclosure of its position thereunder; provided that any such disclosure or statement that constitutes or contains an Amedisys Recommendation Change shall be subject to the provisions of Section 5.2(b); provided, further, that a “stop, look and listen” communication by Amedisys pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed to be an Amedisys Recommendation Change so long as any such communication states that the recommendation of the Board of Directors of Amedisys in favor of this Agreement and the Merger continues to be in effect (unless, prior to the time of such public disclosure, an Amedisys Recommendation Change has been made in compliance with Section 5.2(b)).
