Company Adverse Recommendation Change. Except as expressly permitted by Section 7.02(e) or 7.02(f), the Board of Directors of the Company (or any committee thereof) shall not (i)(A) fail to include the Company Recommendation in the Schedule 14D-9 or the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Recommendation, (C) within ten Business Days of a tender or exchange offer relating to securities of the Company having been commenced, fail to (x) publicly recommend against such tender or exchange offer or fail to send to the Company’s securityholders a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (y) publicly reaffirm the Company Recommendation, (D) adopt, approve or recommend, or publicly propose to approve or recommend to the shareholders of the Company an Acquisition Proposal or resolve or agree to take any such action, or (E) following the disclosure or announcement of an Acquisition Proposal, fail to reaffirm publicly the Company Recommendation within ten Business Days after Parent requests in writing that the Company Recommendation be reaffirmed publicly (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each increase of price of such Acquisition Proposal, and once otherwise); the actions described in this clause (i) being referred to as a “Company Adverse Recommendation Change,” (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement or (iii) take any action pursuant to Section 9.03(a).
Company Adverse Recommendation Change. Notwithstanding Section 3(a) or Section 3(b) hereof, in the event of a Company Adverse Recommendation Change pursuant to Section 5.3(d) or 5.3(e) of the Merger Agreement and in compliance with the Merger Agreement, (i) the obligation of each Stockholder to tender the Subject Shares in the Offer as set forth in Section 3(a) or to vote the Subject Shares pursuant to Section 3(b) shall be modified (without any further notice or any action by the Company or such Stockholder) such that the Stockholder, in such Stockholder’s sole discretion, shall be entitled to tender or vote, as applicable, all of the Subject Shares in any manner such Stockholder may choose and upon the exercise of such discretion, the obligation of the Stockholder to tender the Subject Shares as set forth in Section 3(a) or to vote the Subject Shares pursuant to Section 3(b) shall be null and void and of no further force or effect and (ii) to the extent such Stockholder has previously tendered any Subject Shares pursuant to Section 3(a) and wishes to withdraw such Subject Shares, the Stockholder may so withdraw such Subject Shares and Parent and Sub shall promptly return, and shall cause any depository or paying agent, acting on behalf of Parent and Sub, to promptly return all tendered Subject Shares to such Stockholder.
Company Adverse Recommendation Change. Notwithstanding anything to the contrary set forth in Section 5.2(d) or in any other provision of this Agreement, the Board of Directors of the Company may make a Company Adverse Recommendation Change (other than in response to a Superior Proposal) if it determines in good faith after consultation with its legal and financial advisors that the failure to make such change would reasonably be expected to constitute a breach of its fiduciary duties under applicable Law; provided, that (i) the Company has provided to Parent five (5) Business Days’ prior written notice advising Parent that it intends to effect a Company Adverse Recommendation Change and specifying, in reasonable detail, the reasons for the Company Adverse Recommendation Change and (ii) during such five (5) Business Day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in a manner that obviates the need for the Company Adverse Recommendation Change.
Company Adverse Recommendation Change. The Majority Shareholder shall, and shall cause the Company, its Subsidiaries and their Representatives to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information.
Company Adverse Recommendation Change. Subject to Section 5.8(d) and this Section 5.8(e), the Company Board shall not make any Company Adverse Recommendation Change. Notwithstanding anything to the contrary set forth in this Agreement, if at any time prior to the time that the Company Stockholder Approval is obtained, an Intervening Event shall have occurred, or an Acquisition Proposal is received that the Company Board has determined in good faith (after consultation with its financial advisors and outside counsel) either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and, in each case, the Company Board determines in good faith after consultation with its financial advisors and outside legal counsel that failure to make a Company Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that the Company Board shall not effect a Company Adverse Recommendation Change unless: (i) prior to taking any such action, the Company provides Ultimate Parent with no fewer than three Business Days’ notice of any such proposed action, attaching, if the Company Adverse Recommendation Change is in connection with a purported Superior Proposal, a copy of the Superior Proposal (or, where no such copy is available, a description of such Superior Proposal), and if the Company Adverse Recommendation Change is due to an Intervening Event, which notice shall describe such Intervening Event and the reasons for the proposed Company Adverse Recommendation Change, (ii) during the three Business Day period, the Company agrees that the Company and its Representatives shall negotiate in good faith with Ultimate Parent and its Representatives to the extent Parent wishes to negotiate and continues to negotiate in good faith during such period regarding any such revisions to the terms of the Merger and the other transactions contemplated by this Agreement and (iii) either (A) Ultimate Parent shall not have irrevocably proposed revisions to the terms and conditions of this Agreement and Commitment Letters prior to the end of such period, or (B) if Ultimate Parent within such period shall have proposed irrevocable revisions to the terms and conditions of this Agreement and the Commitment Letters, (1) if such proposed Company Adverse Recommendation Change is in response to a Superior Proposal, the Company Board, after consultation with t...
Company Adverse Recommendation Change. Notwithstanding anything to the contrary set forth in Section 4.02(d), upon the occurrence of any Company Intervening Event, the Company Board may, at any time prior to the time the Company Stockholder Approval is obtained, make a Company Adverse Recommendation Change, if all of the following conditions are met:
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Company Adverse Recommendation Change. There shall not have been a Company Adverse Recommendation Change or other Triggering Event. The foregoing conditions shall be in addition to, and not a limitation of, the rights and obligations of Parent and Merger Sub to extend, terminate, amend or modify the Offer pursuant to the terms and conditions of the Agreement. The foregoing conditions are for the sole benefit of Parent and Merger Sub and, subject to the terms and conditions of the Agreement and the applicable rules and regulations of the SEC, may be waived by Parent and Merger Sub in whole or in part at any time and from time to time in their sole and absolute discretion (other than the Minimum Condition). The failure by Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Exhibit B Certificate of Incorporation of Surviving Corporation (Attached) Exhibit B AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MRV COMMUNICATIONS, INC.
Company Adverse Recommendation Change. As described above, and subject to the provisions described below, the Pandion Board has determined to recommend that Pandion stockholders accept the Offer and tender their Shares to Purchaser in the Offer. The Pandion Board also agreed to include its recommendation with respect to the Offer in the Schedule 14D-9 and has permitted Parent to refer to such recommendation in this Offer to Purchase and documents related to the Offer.
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