Certain Permitted Disclosure. Nothing contained in this Section 6.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of the Company’s board of directors is affirmed or remains unchanged; provided, further, that this paragraph (h) shall not be deemed to permit the Company or the Company’s board of directors to effect a Company Change in Recommendation except in accordance with Section 6.2(f). The Company shall not submit to the vote of its stockholders any Company Acquisition Proposal or Company Superior Proposal prior to the termination of this Agreement.
Appears in 4 contracts
Sources: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Scripps Networks Interactive, Inc.), Voting Agreement (Discovery Communications, Inc.)
Certain Permitted Disclosure. Nothing contained in this Section 6.2 5.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of the Company’s board of directors Company Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.2(h) shall not be deemed to permit the Company or the Company’s board of directors Company Board to effect a Company Change in Recommendation except in accordance with Section 6.2(fSections 5.2(f) or 5.2(g). The Company shall not submit to the vote of its stockholders any Company Acquisition Proposal or Company Superior Proposal prior to the termination of this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Metacrine, Inc.), Merger Agreement (Engility Holdings, Inc.), Merger Agreement (Science Applications International Corp)
Certain Permitted Disclosure. Nothing contained in this Section 6.2 5.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided provided, that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of the Company’s board of directors Company Board is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.2(h) shall not be deemed to permit the Company or the Company’s board of directors Company Board to effect a Company Change in Recommendation except in accordance with Section 6.2(f5.2(f) or Section 5.2(g). The Company shall not submit to the vote of its stockholders any Company Acquisition Proposal or Company Superior Proposal prior to the termination of this AgreementAgreement in accordance with Article VII.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (ACELYRIN, Inc.), Merger Agreement (Alumis Inc.)
Certain Permitted Disclosure. Nothing contained in this Section 6.2 5.2 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided provided, that any “stop look and listen” communication to its stockholders of the nature contemplated by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of the Company’s board of directors Company Recommendation is affirmed or remains unchanged; provided, further, that this paragraph (hSection 5.2(h) shall not be deemed to permit the Company or the Company’s board of directors Company Board to effect a Company Change in Recommendation except in accordance with Section 6.2(f5.2(f) or Section 5.2(g). The Company shall not submit to the vote of its stockholders any Company Acquisition Proposal or Company Superior Proposal prior to the termination of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Jacobs Engineering Group Inc /De/), Merger Agreement (Keyw Holding Corp)