THE SOLICITATION OR RECOMMENDATION Sample Clauses

The "Solicitation or Recommendation" clause defines the obligations and limitations of a party regarding the solicitation of offers or the recommendation of transactions, typically in the context of mergers, acquisitions, or tender offers. This clause often outlines whether a company’s board of directors can actively seek alternative proposals or must refrain from encouraging competing bids, and may specify procedures for changing recommendations to shareholders. Its core function is to clarify the parties’ rights and duties during a transaction process, thereby reducing uncertainty and potential conflicts over competing offers or changes in board recommendations.
THE SOLICITATION OR RECOMMENDATION. (a) RECOMMENDATION OF THE BOARD OF DIRECTORS. On September 13, 2000, the Board of Directors of the Company (the "Board"), by the unanimous vote of all directors present, acting on the unanimous recommendation of a Special Committee of directors consisting of the four independent directors of the Company, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer, are fair to, and in the best interests of, the Company and the public stockholders of the Company and (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer. The Board recommends to the Company's public stockholders that they accept the Offer and tender their Shares pursuant to the Offer. A letter to the Company's stockholders communicating the recommendation of the Board, press releases by Parent and the Company announcing the execution of the Merger Agreement, and a joint press release by Parent and the Company announcing the commencement of the Offer are filed herewith as Exhibits (a)(7), (a)(4), (a)(3) and (a)(5) hereto, respectively, and are incorporated herein by reference in their entirety. (b) BACKGROUND OF THE OFFER; CONTACTS WITH PARENT; REASONS FOR RECOMMENDATION. BACKGROUND OF THE OFFER In the Fall of 1998, Parent retained Takenaka & Company LLC ("Takenaka") to conduct a strategic review of its position in the image information systems market. As a result of such review, Parent began considering a strategic partnership with or acquisition of a U.S. company in that market. In November 1998, the Company engaged ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ to render financial advisory services to the Company concerning proposed acquisitions by the Company of QMS Europe B.V. and QMS Australia Pty. Ltd. (collectively, the "Foreign Subsidiaries"), which acquisitions were being considered by the Company with a view to enhancing the Company's strategic and financial positions. In December 1998, two members of the Company's Board of Directors (the "Board") were contacted by a representative of a corporation (the "Other Bidder") regarding a possible transaction in which the Other Bidder would acquire the Company. On February 17, 1999, the Board met and, following substantial discussion, approved the proposed transactions pursuant to which the Company would acquire the Foreign Subsidiaries. It was determined by the Board that it would be in the best interests of the Company to consider various methods of financing the Foreig...
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THE SOLICITATION OR RECOMMENDATION. Item 4(a) of the Schedule 14D-9 is hereby amended and restated, as follows:
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THE SOLICITATION OR RECOMMENDATION. (a) Recommendation of the Board of Directors. At a meeting held on July 26, 1999 (the "Board Meeting"), the Board unanimously approved the Merger Agreement and, for the reasons hereinafter set forth, determined that the Offer and the Merger are fair to, and in the best interests of, the Company and its stockholders and recommended to the Company's stockholders that they tender their Shares pursuant to the Offer and approve and adopt the Merger Agreement. Copies of the press release announcing the Board's recommendation and the Letter to Stockholders are attached as Exhibits 6 and 7, respectively, and are incorporated herein by reference. (b) Reasons for the Recommendation, Opinion of Financial Advisor. The information set forth under "SPECIAL FACTORS -- Background of the Offer" in the Offer to Purchase is incorporated by reference.
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THE SOLICITATION OR RECOMMENDATION. (Continued) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company's stockholders (other than Parent and Purchaser). The Company's Board of Directors recommends that the stockholders accept the Offer and tender their Shares pursuant to the Offer.
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THE SOLICITATION OR RECOMMENDATION. On June 10, 2003, the Special Committee (the "Special Committee") of the Board of Directors of the Company (the "Board"): (1) determined that it is fair to and in the best interests of the Company and its stockholders (other than Purchaser, ▇▇. ▇▇▇▇▇▇▇ and their affiliates) to consummate the Offer and Merger, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"); (2) determined that the Offer, the Merger and the Merger Agreement should be approved and declared advisable by the Board; and (3) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto. On June 10, 2003, the Board, by unanimous decision of those directors participating and based upon the recommendation of the Special Committee: (1) determined that it is fair to and in the best interests of the Company and its stockholders (other than Purchaser, ▇▇. ▇▇▇▇▇▇▇ and their affiliates) to consummate the Offer and Merger upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL; (2) approved and declared advisable the Offer, the Merger and the Merger Agreement; and (3) resolved to recommend that the Company's stockholders accept the Offer, and tender their Shares pursuant thereto. See the information contained in "Special Factors -- Recommendation of the Special Committee and the Board; Fairness of the Offer and Merger" in the Offer to Purchase, which is incorporated herein by reference, and the Letter to Stockholders, dated June 13, 2003, filed herewith as Exhibit (a)(1)(ix).
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THE SOLICITATION OR RECOMMENDATION. Item 4, “The Solicitation or Recommendation” is hereby amended and supplemented as follows:
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THE SOLICITATION OR RECOMMENDATION 
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Related to THE SOLICITATION OR RECOMMENDATION

  • No Government Recommendation or Approval The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.

  • No Public Solicitation The Purchaser is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in securities generally.

  • Deliveries and Solicitation The Manager may control access to the Residence for deliveries. The Manager may allow reasonable access to political candidates or their representatives for the purpose of canvassing for support and delivering pamphlets.

  • No Solicitation or Negotiation During the Pre-Closing Period, the Company agrees that it and its Subsidiaries shall not, and that it shall use its commercially reasonable efforts to ensure that none of its or its Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives collectively, “Representatives”) shall, directly or indirectly, take any of the following actions: (i) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer (including any proposal from or offer to the Company’s shareholders) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information or grant access to its properties, books and records or personnel in connection with, any Acquisition Proposal; or (iii) terminate, release, amend, waive or modify any provision of any confidentiality, standstill or similar agreement to which it or any of its Subsidiaries is a party (or fail to take reasonable measures to enforce the provisions of any such agreements), or take any action to exempt any person (other than Parent, Merger Sub and their Affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL or otherwise cause such restrictions not to apply. Notwithstanding the foregoing, the Company may, but only prior to the approval and adoption of this Agreement at Company Meeting, to the extent failure to do so would reasonably be expected to result in a breach of the fiduciary duties to stockholders of the Company Board under applicable law, as determined in good faith by the Special Committee after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal received by the Company after the date of this Agreement that the Special Committee determines in good faith after consultation with outside counsel and its financial advisor (which shall be First Albany or another nationally recognized investment banking firm) is reasonably expected to result in a Superior Proposal, in each case, so long as such Acquisition Proposal did not result from a breach by the Company of this Section 6.1 and the Company has complied with this Section 6.1 in all material respects, (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement, (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal, and (z) waive any standstill provisions related to the submission of such Acquisition Proposal; provided that the Company shall substantially contemporaneously make available to Parent and Merger Sub (to the extent it has not previously done so) all nonpublic information made available to such person making such Acquisition Proposal.

  • No Solicitation of Other Bids (a) Seller shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets. (b) In addition to the other obligations under this Section 6.03, Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. (c) Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.