Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Parent or their respective Boards of Directors from taking and disclosing to their stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that neither party shall effect, or disclose pursuant to such rules or otherwise a position which constitutes, a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.2(d).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Identix Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan of Reorganization (Viisage Technology Inc)
Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Parent or their respective Boards of Directors the Company Board from taking and disclosing to their its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that neither party the Company shall not effect, or disclose pursuant to such rules or otherwise a position which constitutes, a Change of in Recommendation unless specifically permitted pursuant to the terms of Section 5.2(d).
Appears in 3 contracts
Samples: Merger Agreement (Symantec Corp), Merger Agreement (Symantec Corp), Merger Agreement (Altiris Inc)
Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or Parent or their respective Boards of Directors the Company Board from taking and disclosing to their its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that neither party the Company shall not effect, or disclose pursuant to such rules or otherwise a position which constitutes, a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.2(d).
Appears in 2 contracts
Samples: Merger Agreement (Force10 Networks Inc), Merger Agreement (Carrier Access Corp)
Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company Seller or Parent or their respective Boards its Board of Directors from taking and disclosing to their stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided provided, however, that neither party Seller shall not effect, or disclose pursuant to such rules or otherwise a position which constitutes, a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.2(d).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bio Key International Inc), Asset Purchase Agreement (Bio Key International Inc)
