Common use of Change in Recommendation Clause in Contracts

Change in Recommendation. Prior to the approval by the Company Participating Shareholders of the Arrangement Resolution, (1) the Company Board fails to unanimously (subject to abstentions of any conflicted director) recommend the Arrangement Agreement or withdraws, amends, modifies or qualifies the Company Board Recommendation in a manner adverse to Purchaser or publicly proposes or states its intention to do any of the foregoing, or (2) fails to publicly reaffirm (without qualification) the Company Board Recommendation within five Business Days after having been requested in writing by the Purchaser, acting reasonably, to do so (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting), or (3) the Company Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position with respect to a publicly announced, or otherwise publicly announced, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Company Meeting, if such date is sooner) after such Acquisition Proposal’s public announcement (in each case, a “Change in Recommendation”) or (4) the Company breaches Article 5 in any material respect.

Change in Recommendation. Prior to the approval by the Company Participating Shareholders obtaining of the Arrangement ResolutionRequired Shareholder Approval, if (1A) the Company Board or any committee of the Board fails to unanimously (subject to abstentions of any conflicted director) recommend the Arrangement Agreement or withdraws, amends, modifies or qualifies the Company Board Recommendation in a manner adverse to Purchaser or publicly proposes or states its an intention to do withdraw, amend, modify or qualify, the Board Recommendation, (B) the Board or any committee of the foregoing, or (2) fails to publicly reaffirm (without qualification) the Company Board Recommendation within five Business Days after having been requested in writing by the Purchaser, acting reasonably, to do so (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting), or (3) the Company Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a remains neutral position with respect to a publicly announced, or otherwise publicly announceddisclosed, Acquisition Proposal for more than five (5) Business Days (or beyond the third (3rd) Business Day prior to the date of the Company Meeting, if sooner), (C) the Board or any committee of the Board fails to publicly recommend or reaffirm by press release the Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date is sooner) after such Acquisition Proposal’s of the Meeting (or, if the public announcement were made less than three (3) Business Days prior to the Meeting, prior to the second Business Day before the Meeting)), (D) the Board or any committee of the Board accepts, approves, endorses, recommends or authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement) concerning an Acquisition Proposal (in each caseof the cases set forth in Clause (A), (B), (C), or (D), a “Change in Recommendation”) or (4E) the Company breaches Article 5 in any material respect.

Change in Recommendation. Prior to the approval by the Company Participating Shareholders receipt of the Arrangement Resolution, Required Shareholder Approval (1A) the Company Board fails to unanimously (subject to abstentions of any conflicted director) recommend the Arrangement Agreement or withdraws, amends, modifies or qualifies the Company Board Recommendation in a manner adverse that has substantially the same effect as failing to Purchaser recommend the Board Recommendation or publicly proposes or states its an intention to do any of the foregoing, (B) the Board accepts or approves or publicly proposes to accept or approve an Acquisition Proposal or takes no position or remains neutral with respect to an Acquisition Proposal for more than five Business Days (or beyond the fifth Business Day prior to the date of the Meeting, if sooner), or (2C) the Board fails to publicly recommend or reaffirm (without qualification) the Company Board Recommendation within five Business Days after having been requested in writing by the Purchaser, acting reasonably, MTY to do so (or in the event that the Company Imvescor Meeting is scheduled to occur within such five Business Day period, prior to the third second Business Day prior to the date of the Company Imvescor Meeting)) (each, or a “Change in Recommendation”) (3) the Company Board accepts, approves, endorses or recommends, or it being understood that publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes taking no position or a neutral position with respect to a publicly announced, or otherwise publicly announced, an Acquisition Proposal for a period of no more than five Business Days (or beyond following the third Business Day prior to the date of the Company Meetingformal announcement thereof, if such date is sooner) after such Acquisition Proposal’s public announcement (in each case, shall not be considered a “Change in Recommendation”) or (4) the Company breaches Article 5 in any material respect.);