of the Exchange Act. The Company’s obligation to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to this Section 1.3 and Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, and shall include in the Schedule 14D-9 such information with respect to the Company and its directors and officers as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent shall provide to the Company in writing, and be solely responsible for any information with respect to itself and its nominees, directors, officers and affiliates, required by such Section 14(f) and Rule 14f-1.
Appears in 6 contracts
Samples: Acquisition Agreement (Salesforce Com Inc), Acquisition Agreement (ExactTarget, Inc.), Merger Agreement (Synopsys Inc)
of the Exchange Act. The Company’s obligation to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to this Section 1.3 2.3 and Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.32.3, and shall include in the Schedule 14D-9 such information with respect to the Company and its directors and officers as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.32.3. Parent shall provide to the Company in writing, and be solely responsible for for, any information with respect to itself and its nominees, directors, officers and affiliates, required by such Section 14(f) and Rule 14f-1.
Appears in 3 contracts
Samples: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Transcend Services Inc)
of the Exchange Act. The Company’s obligation to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to this Section 1.3 2.3 and Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.32.3, and shall include in the Schedule 14D-9 such information with respect to the Company and its directors and officers as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.32.3. Parent shall provide to the Company in writing, and be solely responsible for any information with respect to itself and its nominees, directors, officers and affiliates, required by such Section 14(f) and Rule 14f-1.
Appears in 2 contracts
Samples: Merger Agreement (Polycom Inc), Merger Agreement (Spectralink Corp)
of the Exchange Act. The Company’s obligation obligations to use reasonable best efforts to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant actions reasonably necessary, including mailing to this Section 1.3 and Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, and shall include in the Schedule 14D-9 such shareholders information with respect to the Company and its directors and officers officers, as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.32.5(c), which shall be mailed together with the Schedule 14D-9. Parent shall provide supply to the Company in writing, writing and be solely responsible for any information with respect to itself and its nominees, directors, officers and affiliates, affiliates required by such Section 14(f) and Rule 14f-114f-1 and the Company’s obligations under Section 2.5(a) and this Section 2.5(c) shall be subject to the receipt of such information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)