Common use of Failure to Recommend; Etc Clause in Contracts

Failure to Recommend; Etc. In addition to and not in limitation of CenterState’s termination rights under Section 7.01(e), by CenterState if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter (A) withdraws, qualifies, amends, modifies or withholds the Charter Recommendation, or makes any statement, filing or release, in connection with the Charter Meeting or otherwise, inconsistent with the Charter Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterState, (E) fails to publicly reconfirm the Charter Recommendation within three (3) Business Days of being requested to do so by CenterState, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterState’s termination rights under Section 7.01(e), by CenterState if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter Sunshine (A) withdraws, qualifies, amends, modifies or withholds the Charter Sunshine Recommendation, or makes any statement, filing or release, in connection with the Charter Sunshine Meeting or otherwise, inconsistent with the Charter Sunshine Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter Sunshine Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter Sunshine Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterState, (E) fails to publicly reconfirm the Charter Sunshine Recommendation within three (3) Business Days of being requested to do so by CenterState, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. (i) In addition to and not in limitation of CenterState’s termination rights under Section 7.01(e), by CenterState if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter HCBF (A) withdraws, qualifies, amends, modifies or withholds the Charter HCBF Recommendation, or makes any statement, filing or release, in connection with the Charter HCBF Meeting or otherwise, inconsistent with the Charter HCBF Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter HCBF Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter HCBF Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterState, (E) fails to publicly reconfirm the Charter HCBF Recommendation within three (3) Business Days of being requested to do so by CenterState, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateBuyer’s termination rights under Section 7.01(e), by CenterState Buyer if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter Company Board (A) withdraws, qualifies, amends, modifies or withholds the Charter Company Recommendation, or makes any statement, filing or release, in connection with the Charter Company Meeting or otherwise, inconsistent with the Charter Company Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter Company Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter Company Meeting under Section 5.04(a)5.04, (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three five (35) Business Days of being requested to do so by CenterStateBuyer, (E) fails to publicly reconfirm the Charter Company Recommendation within three five (35) Business Days of being requested to do so by CenterStateBuyer, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateFBMS’s termination rights under Section 7.01(e), by CenterState FBMS if (i) there shall have been a material breach of Section 5.095.09 by FFB, or (ii) the board of directors of Charter FFB (A) withdraws, qualifies, amends, modifies or withholds the Charter FFB Recommendation, or makes any statement, filing or release, in connection with the Charter FFB Meeting or otherwise, inconsistent with the Charter FFB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter FFB Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter FFB Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateFBMS, (E) fails to publicly reconfirm the Charter FFB Recommendation within three (3) Business Days of being requested to do so by CenterStateFBMS, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateBFC’s termination rights under Section 7.01(e), by CenterState BFC if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter PCB (A) withdraws, qualifies, amends, modifies or withholds the Charter PCB Recommendation, or makes any statement, filing or release, in connection with the Charter PCB Meeting or otherwise, inconsistent with the Charter PCB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter PCB Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter PCB Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateBFC, (E) fails to publicly reconfirm the Charter PCB Recommendation within three (3) Business Days of being requested to do so by CenterStateBFC, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateBFC’s termination rights under Section 7.01(e), by CenterState BFC if (i) there shall have been a material breach of Section 5.095.13, or (ii) the board of directors of Charter TB (A) withdraws, qualifies, amends, modifies or withholds the Charter TB Recommendation, or makes any statement, filing or release, in connection with the Charter TB Meeting or otherwise, inconsistent with the Charter TB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter TB Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter TB Meeting under Section 5.04(a5.07(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateBFC, (E) fails to publicly reconfirm the Charter TB Recommendation within three (3) Business Days of being requested to do so by CenterStateBFC, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStatePurchaser’s termination rights under Section 7.01(e), by CenterState Purchaser if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter Company (A) withdraws, qualifies, amends, modifies or withholds the Charter Company Recommendation, or makes any statement, filing or releaserelease of information, in connection with the Charter Company Meeting or otherwise, inconsistent with the Charter Company Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter Company Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter Company Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStatePurchaser, (E) fails to publicly reconfirm the Charter Company Recommendation within three (3) Business Days of being requested to do so by CenterStatePurchaser, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateCBAN’s termination rights under Section 7.01(e), by CenterState CBAN if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter LBC (A) withdraws, qualifies, amends, modifies or withholds the Charter LBC Recommendation, or makes any statement, filing or release, in connection with the Charter LBC Meeting or otherwise, inconsistent with the Charter LBC Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter LBC Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter LBC Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateCBAN, (E) fails to publicly reconfirm the Charter LBC Recommendation within three (3) Business Days of being requested to do so by CenterStateCBAN, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterState’s FBMS's termination rights under Section 7.01(e), by CenterState FBMS if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter SSNF (A) withdraws, qualifies, amends, modifies or withholds the Charter SSNF Recommendation, or makes any statement, filing or release, in connection with the Charter SSNF Meeting or otherwise, inconsistent with the Charter SSNF Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter SSNF Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter SSNF Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateFBMS, (E) fails to publicly reconfirm the Charter SSNF Recommendation within three (3) Business Days of being requested to do so by CenterStateFBMS, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateFBMS’s termination rights under Section 7.01(e), by CenterState FBMS if (i) there shall have been a material breach of Section 5.095.09 by FPB, or (ii) the board of directors of Charter FPB (A) withdraws, qualifies, amends, modifies or withholds the Charter FPB Recommendation, or makes any statement, filing or release, in connection with the Charter FPB Meeting or otherwise, inconsistent with the Charter FPB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter FPB Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter FPB Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateFBMS, (E) fails to publicly reconfirm the Charter FPB Recommendation within three (3) Business Days of being requested to do so by CenterStateFBMS, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateFBMS’s termination rights under Section 7.01(e), by CenterState FBMS if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter SWBS (A) withdraws, qualifies, amends, modifies or withholds the Charter SWBS Recommendation, or makes any statement, filing or release, in connection with the Charter SWBS Meeting or otherwise, inconsistent with the Charter SWBS Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter SWBS Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter SWBS Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateFBMS, (E) fails to publicly reconfirm the Charter SWBS Recommendation within three (3) Business Days of being requested to do so by CenterStateFBMS, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateBFC’s termination rights under Section 7.01(e), by CenterState BFC if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter DBI (A) withdraws, qualifies, amends, modifies or withholds the Charter DBI Recommendation, or makes any statement, filing or release, in connection with the Charter DBI Meeting or otherwise, inconsistent with the Charter DBI Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter DBI Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter DBI Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateBFC, (E) fails to publicly reconfirm the Charter DBI Recommendation within three (3) Business Days of being requested to do so by CenterStateBFC, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateFBMS’s termination rights under Section 7.01(e), by CenterState FBMS if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter SSNF (A) withdraws, qualifies, amends, modifies or withholds the Charter SSNF Recommendation, or makes any statement, filing or release, in connection with the Charter SSNF Meeting or otherwise, inconsistent with the Charter SSNF Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter SSNF Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter SSNF Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateFBMS, (E) fails to publicly reconfirm the Charter SSNF Recommendation within three (3) Business Days of being requested to do so by CenterStateFBMS, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

Failure to Recommend; Etc. In addition to and not in limitation of CenterStateBFC’s termination rights under Section 7.01(e), by CenterState BFC if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of Charter HTB (A) withdraws, qualifies, amends, modifies or withholds the Charter HTB Recommendation, or makes any statement, filing or release, in connection with the Charter HTB Meeting or otherwise, inconsistent with the Charter HTB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Charter HTB Recommendation), (B) materially breaches its obligation to call, give notice of and commence the Charter HTB Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by CenterStateBFC, (E) fails to publicly reconfirm the Charter HTB Recommendation within three (3) Business Days of being requested to do so by CenterStateBFC, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.