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This excerpt taken from the CVS 8-K filed Aug 13, 2008. Independent
Directors”) shall be required to authorize (and such authorization shall
constitute the authorization of the Board of Directors and no other action on
the part of the Company, including any action by any other director of the
Company, shall be required to authorize) any termination of this Agreement by
the Company, any amendment of this Agreement requiring action by the Board of
Directors, any extension of time for performance of any obligation or action
hereunder by Parent or Merger Subsidiary and any waiver of compliance with any
of the agreements or conditions contained herein for the benefit of the
Company.
Section
2.04. Top-Up
Option. (a) Subject to Section
2.04(b) and Section
2.04(c), the Company grants to Merger Subsidiary an irrevocable option, for so
long as this Agreement has not been terminated pursuant to the provisions hereof
(the “ |
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