Adverse Recommendation Change. Except as set forth in this Section 5.02(d), the Company Board shall not (i) (A) change, withhold, withdraw, qualify or modify, in a manner adverse to Parent (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), the Company Recommendation with respect to the Merger, (B) fail to include the Company Recommendation in the Proxy Statement, (C) approve or recommend, or publicly propose to approve or recommend to the stockholders of the Company, an Acquisition Proposal, or (D) fail to publicly reaffirm the Company Recommendation within three (3) Business Days after Parent so requests in writing if there has been any public disclosure by a third party related to an actual Acquisition Proposal by such third party; provided that the Company will be obligated to make such reaffirmation only once in response to each such actual Acquisition Proposal made by such third party; and provided, further, that if the Company Stockholders Meeting is scheduled to take place less than three (3) Business Days after such request, the Company will reaffirm the Company Recommendation prior to such meeting), or (E) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes an Acquisition Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company, provided that a customary “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9(f) of the Exchange Act shall not be prohibited within ten (10) Business Days after commencement of such tender offer or exchange offer (any of the foregoing, an “Adverse Recommendation Change”) or (ii) authorize, adopt or approve or propose to authorize, adopt or approve, an Acquisition Proposal, or cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement. Notwithstanding anything herein to the contrary, at any time prior to the Company Stockholders Meeting, the Company Board may (I) effect an Adverse Recommendation Change in response to an Intervening Event, if and only if the Company Board has determined in good faith, after consultation with outside legal counsel that the failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law and (II) if the Company receives an Acquisition Proposal that the Company Board determines in good faith constitutes a Superior Proposal (after consultation with its fina...
Adverse Recommendation Change. (a) Subject to Section 5.4(b) and Section 5.4(c), the Company Board shall not effect a Company Adverse Recommendation Change.
Adverse Recommendation Change. (a) Except as permitted by this Section 5.03, the Partnership Board (acting on the recommendation of the Conflicts Committee) shall not (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Partnership Board Recommendation or (ii) fail to include the Partnership Board Recommendation in the Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as an “Adverse Recommendation Change”). Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by the Partnership’s or the General Partner’s Subsidiaries, or the Partnership’s or the General Partner’s Representatives, other than any violation caused by or at the direction of Parent, shall be deemed to be a breach of this Section 5.03 by the Partnership and the General Partner.
Adverse Recommendation Change. The Special Committee shall (a) recommend that the Company’s stockholders, other than Parent and its Affiliates, tender their Shares in the Offer and (b) not withhold, withdraw, qualify or modify in a manner adverse to Parent or fail to make the Special Committee Recommendation or publicly recommend or announce its intention to take any action or make any statement inconsistent with the Special Committee Recommendation (collectively, an “Adverse Recommendation Change”). However, if the Special Committee determines in good faith (after considering the advice of its outside legal and financial advisors) that continuing to recommend that the Company’s stockholders tender their Shares in the Offer could be reasonably determined to be inconsistent with its fiduciary duties under Delaware Law, then the Special Committee may make an Adverse Recommendation Change, in which case the obligations of the Special Committee and the Company Board under this Section 4.01 shall cease; provided that the Special Committee may not make an Adverse Recommendation Change until after at least 48 hours following Parent’s receipt of written notice from the Company advising Parent that the Special Committee intends to make such an Adverse Recommendation Change and the reasons therefor and the Special Committee considers any modifications proposed by Parent during such 48-hour period in order to eliminate the need for such Adverse Recommendation Change.
Adverse Recommendation Change the Company Board shall have made an Adverse Recommendation Change; provided that the Acquiring Parties’ right to terminate this Agreement pursuant to this Section 8.1(d)(ii) shall expire when the Company Stockholder Approval has been obtained; or
Adverse Recommendation Change. (a) Except as permitted by Section 5.3(b), MLP shall not, and shall cause its Subsidiaries not to, and the foregoing shall use their commercially reasonable efforts to cause their respective Representatives not to, directly or indirectly (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the MLP Board Recommendation or (ii) fail to include the MLP Board Recommendation in the Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as an “Adverse Recommendation Change”). Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by MLP’s Subsidiaries, or MLP’s Representatives, other than any violation caused by or at the direction of Parent, shall be deemed to be a breach of this Section 5.3 by MLP.
Adverse Recommendation Change. 6.04 Arbitrator............................................... 2.11 Certificates............................................. 2.04 Company Disclosure Schedule.............................. Article 4
Adverse Recommendation Change. By either Party, upon written notice to the other Party, prior to the time that the CAC Requisite Vote has been obtained (if CEC is the party giving notice of termination) or prior to the time that the CEC Requisite Vote has been obtained (if CAC is the party giving notice of termination), if the board of directors of the other Party shall have effected an Adverse Recommendation Change.
Adverse Recommendation Change. Prior to receipt of the Required Approval, if an Adverse Recommendation Change shall have occurred.
Adverse Recommendation Change. Notwithstanding anything to the contrary herein, in the event that the board of directors of the Company makes an Adverse Recommendation Change, the obligations of the Holder under Section 3.1 shall be modified such that the number of Shares voted by the Holder (or with respect to which a written consent is exercised by the Holder) in accordance with Section 3.1 that the Holder must vote (or consent) in favor of adopting the Merger Agreement shall, in lieu of all Shares, be the number of Shares (rounded up to the nearest whole share) with voting power equal to (a) the aggregate voting power of the Shares, multiplied by (b) the percentage of aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder) voting in favor of the adoption of the Merger Agreement. For example, if fifty percent of the total aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder) consents or votes to adopt the Merger Agreement, the Holder must consent or vote fifty percent of the aggregate voting power represented by all Shares of this Section 3.2 to adopt the Merger Agreement.
