Directors’ recommendation and acceptance Sample Clauses
Directors’ recommendation and acceptance. The Target represents and warrants that:
(a) the Board has met and considered the possibility of the Bidder agreeing to make the Takeover Bid; and
(b) all of the Directors have informed the Target that, if the Bidder complies with clause 2.1, they will:
(i) unanimously recommend that Shareholders accept the Offer to be made to them under the Takeover Bid in the absence of a Superior Proposal; and
(ii) accept, or procure the acceptance of, the Offer in respect of any Shares that they, or their Associates, own or Control.
Directors’ recommendation and acceptance. IOH represents and warrants that:
(a) the IOH Board has met and considered the possibility of BC Iron agreeing to make the Takeover Bid; and
(b) all of the Directors have informed IOH that, if BC Iron complies with clause 2.1, they will:
(1) unanimously recommend that Shareholders accept the Offer to be made to them under the Takeover Bid and the Optionholders accept the Options Offers;
(2) accept, or procure the acceptance of, the Offer in respect of any IOH Shares that they control, including the IOH Shares set out in Schedule 5; and
(3) accept, or procure the acceptance of, the Options Offer, in respect of any Options that they control, in each case in the absence of a Superior Proposal.