Promoting the Takeover Sample Clauses

Promoting the Takeover. Bid (a) During the Offer Period, in the absence of a Superior Proposal, the Board will support the Takeover Bid and participate in efforts reasonably required by the Bidder to promote the merits of the Takeover Bid, including meeting with key Shareholders, analysts, management, customers and press if requested to do so by the Bidder, but only to the extent that the Board has determined, in good faith and acting reasonably after receiving written legal advice from external lawyers, that it can comply with this clause 4.4 without breaching the Directors’ fiduciary or statutory duties. (b) During the Offer Period, in the absence of a Superior Proposal, the Target agrees: (i) To include in all public statements relating to the Takeover Bid (following the initial announcement of the Takeover Bid made pursuant to clause 3), a statement to the effect that: (A) the Directors unanimously recommend that Shareholders accept the Offer to be made to them in the absence of a Superior Proposal; and (B) each Director intends to accept, or procure the acceptance of, the Offer made to them in respect of all Shares they own or Control; (ii) not to make any public statement or take any other public action which would suggest that the Takeover Bid is not unanimously recommended by the Directors unless a Superior Proposal emerges; and (iii) to procure that the Directors do not withdraw their recommendation subsequently unless a Superior Proposal emerges.