Notwithstanding Section. 4.2(a) above, nothing contained in this Agreement shall prohibit the Company from complying with Rules 14d-9 and 14e-2 under the Exchange Act; provided, however, that, in complying with Rules 14d-9 and 14e- 2, the Company will not make or authorize any recommendation of any Acquisition Proposal unless such proposal constitutes a Superior Proposal.
Appears in 2 contracts
Sources: Agreement and Plan of Acquisition and Amalgamation (Autodesk Inc), Agreement and Plan of Acquisition and Amalgamation (Discreet Logic Inc)