TENDER OFFER MATTERS. The consummation of the transactions contemplated by Amendment No. 1 shall comply with all applicable laws including, without limitation, all federal and state securities laws. None of the offer to purchase or any of the related materials to be sent or delivered by the Company in connection with the Tender Offer shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The supplemental indenture (the "Supplemental Indenture") to be entered into in connection with the Tender Offer, upon execution by the Company and the Trustee, shall be valid and enforceable and in full force and effect, and neither the Company nor any of its Subsidiaries shall violate any provision of, or commit or fail to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default under the provisions of, any such Supplemental Indenture. SECTION 3. Section 5.9 of the Original Merger Agreement is amended and restated in its entirety to read as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Agreement and Plan of Merger (At&t Corp)
TENDER OFFER MATTERS. The consummation of the transactions contemplated by Amendment No. 1 Section 5.9 shall comply with all applicable laws including, without limitation, all federal and state securities laws. None of the offer to purchase or any of the related materials to be sent or delivered by the Company in connection with the Tender Offer shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The supplemental indenture (the "Supplemental Indenture") to be entered into in connection with the Tender Offer, upon execution by the Company and the Trustee, shall be valid and enforceable and in full force and effect, and neither the Company nor any of its Subsidiaries shall violate any provision of, or commit or fail to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default under the provisions of, any such Supplemental Indenture.
SECTION 3. Section 5.9 of the Original Merger Agreement is amended and restated in its entirety to read as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
