Company Board Recommendation Change. If this Agreement is validly terminated pursuant to Section 8.1(f), then the Company must, within two Business Days following such termination, pay or cause to be paid to Parent or its designee the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time).
Company Board Recommendation Change. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approvals:
Company Board Recommendation Change. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, the Company Board (or a committee thereof) may effect a Company Board Recommendation Change in response to an Intervening Event if the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable Law; provided, that, the Company Board (or a committee thereof) shall not effect such a Company Board Recommendation Change unless:
Company Board Recommendation Change. (a) Subject to the terms of this Section 6.3, the Company Board shall recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer (the “Company Board Recommendation”).
Company Board Recommendation Change. Neither the Company Board nor any committee thereof shall (v) withhold, withdraw, amend, modify or qualify in a manner adverse to Parent or Acquisition Sub, or publicly propose to withhold, withdraw, amend, modify or qualify in a manner adverse to Parent or Acquisition Sub, the Company Board Recommendation, (w) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, (x) if a tender offer or exchange offer for shares of capital stock of the Company other than the Offer is commenced, fail to publicly recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (within ten Business Days after commencement thereof) or fail to reaffirm the Company Board Recommendation within ten Business Days after Parent so requests in writing, provided, that taking no position or a neutral position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company shall constitute a failure to recommend against acceptance of such tender offer or exchange offer, (y) approve, endorse, recommend, adopt, or declare advisable or publicly approve, endorse, recommend, adopt or declare advisable an Acquisition Proposal (each of clauses (v), (w), (x) and (y), a “Company Board Recommendation Change”), or (z) cause or permit the Company to enter into any Alternative Acquisition Agreement; provided, however, that a “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communication, shall not be deemed to be a Company Board Recommendation Change. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Acceptance Time, the Company Board may effect a Company Board Recommendation Change if the Company Board and/or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would be inconsistent with its fiduciary duties; provided, however, that in the event that:
Company Board Recommendation Change. Entry into Alternative Acquisition Agreement. Prior to obtaining the Requisite Stockholder Approval:
Company Board Recommendation Change. This Agreement may be Terminated by the Company at any time prior to receiving the Requisite Stockholder Approval if the Company Board shall have effected a Company Board Recommendation Change, in compliance with the terms of Section 6.6(c)(i) to enter into a definitive agreement providing for the consummation of a Superior Proposal; provided, that the Company has not violated Section 5.2 in any material respect, and provided, further, that concurrently with such termination of this Agreement, the Company pays Parent the Company Termination Fee payable to Parent pursuant to Section 9.9 and enters into a binding definitive agreement with respect to such Superior Proposal.
Company Board Recommendation Change. By the Investor, at any time prior to the Closing if the Company Board has effected a Company Board Recommendation Change; provided, that any such termination pursuant to this Section 9.01(e) must occur within five (5) Business Days of the Company Board Recommendation Change.
Company Board Recommendation Change. Notwithstanding anything to the contrary herein, in the event that the Company Board makes a Company Board Recommendation Change (the “Trigger Event”), 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 approving the Transaction Matters shall, in lieu of all Shares, be no less than 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 Proportionate Percentage (such voting power, the “Recommendation Change Voting Power”). The term “Proportionate Percentage.” for purposes of this Agreement, means 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 approving the Transaction Matters. 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 approve the Transaction Matters, the Holder must consent or vote no less than fifty percent of the aggregate voting power represented by all Shares of this Section 3,2 to approve the Transaction Matters.
Company Board Recommendation Change. In the event of a Company Board Recommendation Change made in compliance with the terms of the Merger Agreement, then during the pendency thereof, the aggregate number of shares of Company Common Stock that shall be considered Covered Shares hereunder shall be reduced (with such reduction applying to each Supporting Holder on a pro rata basis in accordance with each Supporting Holder's relative Covered Shares) without any action by the Company, Parent or any Supporting Holder such that the Covered Shares shall represent in the aggregate (after such reduction) thirty-three percent (33%) of the total voting power of the outstanding shares of Company Common Stock, and upon such occurrence, all references to Covered Shares in Section 1.1 shall be deemed to be such reduced number of shares of Company Common Stock. For the avoidance of doubt, upon any Company Board Recommendation Change, each Supporting Holder shall be permitted to vote any shares of Company Common Stock held by such Supporting Holder that are no longer deemed “Covered Shares” pursuant to this Section 1.2 in its sole discretion.
