Specified Action. “Specified Action” shall mean any action taken by the Company or any member of the board of directors of the Company (other than discussions among the Acquired Corporations, Parent and their respective Representatives) from which a reasonable person would conclude that the board of directors of the Company does not unanimously support the Merger or does not unanimously believe that the Merger is fair to and in the best interests of the Company’s shareholders (it being understood that the mere public announcement of an Acquisition Proposal in accordance with applicable Legal Requirements shall not, in and of itself, constitute a Specified Action).
Appears in 2 contracts
Samples: Agreement of Merger (Ebay Inc), Agreement of Merger (Shopping Com LTD)
Specified Action. “Specified Action” shall mean any action taken by the Company, the board of directors of the Company or any member of the board of directors of the Company (Company, which action becomes known to any Person other than discussions among the Acquired Corporationsofficers and directors of the Company and the Company’s professional advisors, Parent and their respective Representatives) from which a reasonable person would conclude that the board of one or more directors of the Company does do not unanimously support the Merger or does do not unanimously believe that the Merger is fair to and in the best interests of the Company’s shareholders (it being understood that the mere public announcement of an Acquisition Proposal in accordance with applicable Legal Requirements shall not, in and of itself, constitute a Specified Action)shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Materials Inc /De)
Specified Action. “Specified Action” " shall mean any action taken by the Company, the board of directors of the Company or any member of the board of directors of the Company (Company, which action becomes known to any Person other than discussions among the Acquired Corporationsofficers and directors of the Company and the Company's professional advisors, Parent and their respective Representatives) from which a reasonable person would conclude that the board of one or more directors of the Company does do not unanimously support the Merger or does do not unanimously believe that the Merger is fair to and in the best interests of the Company’s shareholders (it being understood that the mere public announcement of an Acquisition Proposal in accordance with applicable Legal Requirements shall not, in and of itself, constitute a Specified Action)'s shareholders.
Appears in 1 contract
