Recommendation Change Sample Clauses

Recommendation Change. Each Stockholder acknowledges and agrees that, except as set forth above, during the term of this Agreement, the obligations of each Stockholder specified in this Section 1 shall not be effected by any withdrawal, qualification or modification of the recommendation by the Company or its board of directors relating to the Transaction.
Sample 1
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Recommendation Change. (a) Notwithstanding Section 3.1 of this Agreement, in the event of a Parent Adverse Recommendation Change made in compliance with the Merger Agreement (including Section 4.5(d) thereof), the obligations of the Specified Stockholder set forth in this Agreement, including the obligation of the Specified Stockholder to vote the Subject Securities as to which the Specified Stockholder control the right to vote in the manner set forth in Section 3.1 of this Agreement, shall terminate and no longer be of any force and effect.
Sample 1
Recommendation Change. (i) Except as set forth in this Section 5.2(f), the Aegis Board shall not make any Aegis Adverse Recommendation Change or enter into a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of Aegis Stockholders’ Approval, the Aegis Board may make a Aegis Adverse Recommendation Change or enter into a Company Acquisition Agreement, if: (i) Aegis promptly notifies CR, in writing, at least five (5) Business Days (the “Aegis Notice Period”) before making such Aegis Adverse Recommendation Change or entering into such Company Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state expressly that Aegis has received a Takeover Proposal that the Aegis Board intends to declare a Superior Proposal and that the Aegis Board intends to make a Aegis Adverse Recommendation Change and/or Aegis intends to enter into a Company Acquisition Agreement; (ii) Aegis attaches to such notice the most current version of the proposed agreement for such Superior Proposal (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal; (iii) Aegis shall, and shall use its commercially reasonable efforts to cause its Representatives to, during the Aegis Notice Period, negotiate with CR in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if CR, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Aegis Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Aegis Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Aegis Notice Period subsequent to the time Aegis notifies CR of any such material revision (it being understood that there may be multiple extensions)); and (iv) the Aegis Board determines in good faith, after consulting with outside legal counsel and the Aegis Financial Advisor, that such Takeover Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by CR during the Aegis Notice Period in the terms and conditions of this Agreement.
Sample 1
Recommendation Change. Buyer, upon written notice to Seller, if (i) the Board has effected a Recommendation Change in response to a Superior Proposal; or (ii) the Board fails to reconfirm its recommendation of this Agreement and the transactions contemplated hereby within five (5) Business Days after Buyer requests in writing the Board do so; or
Sample 1
Recommendation Change. As described above, and subject to the provisions described below, the Xxxx Board has determined to recommend that the stockholders of Xxxx accept the Offer and tender their Shares to Purchaser in the Offer. The foregoing recommendation is referred to herein as the “Company Board Recommendation.” The Xxxx Board also agreed to include the Company Board Recommendation with respect to the Offer in the Schedule 14D-9 and has permitted Parent to refer to such recommendation in this Offer to Purchase and documents related to the Offer. Except as described below, prior to the Effective Time or the termination of the Merger Agreement pursuant to its terms, neither the Xxxx Board nor any committee thereof may:
Sample 1
Recommendation Change. Anything to the contrary in this Agreement notwithstanding, at any time prior to obtaining the Partnership Unitholder Approval, either or both of the General Partner Board (upon the recommendation of the Partnership Conflicts Committee) or the Partnership Conflicts Committee may make a Recommendation Change if, after consultation with its or their respective outside legal counsel(s) and financial advisor(s), the General Partner Board (upon the recommendation of the Partnership Conflicts Committee) and/or the Partnership Conflicts Committee (as the case may be) determines in good faith that the failure to make a Recommendation Change would be inconsistent with their respective duties to the holders of Partnership Units under applicable Law, as modified by the Partnership Agreement. Notwithstanding the foregoing, (x) no such Recommendation Change shall be made other than in response to (1) a Superior Proposal that did not result from a breach of this Section 5.5 or (2) an Intervening Event and (y) neither the General Partner Board nor the Partnership Conflicts Committee, as the case may be, shall be entitled to exercise its right to make a Recommendation Change pursuant to this Section 5.5(b) unless:
Sample 1
Recommendation Change. A Recommendation Change shall have occurred and not been withdrawn; provided, however, that Parent may only terminate the Agreement pursuant to this Section 7.4(a) prior to the conclusion of the Partnership Unitholder Meeting at which a vote of the Holders of the Partnership Common Units is taken in accordance with this Agreement.
Sample 1
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Recommendation Change. The Stockholder acknowledges and agrees that, during the term of this Voting Agreement, except as otherwise provided in Section 3(a)(i), the obligations of the Stockholder specified in this Section 3 shall not be affected by any withdrawal, qualification or modification of the recommendation by Company or its board of directors (or any committee thereof) relating to the Merger, any other Change in Recommendation, or any breach of the Merger Agreement by the Company.
Sample 1
Recommendation Change. The Company shall, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal, and shall promptly request that each Third Party return or destroy all confidential information furnished to it. Without limiting the generality of the foregoing, it is understood that any violation of the restrictions contained in this Section 7.03 by any Representative of the Company shall be deemed to be a breach of this Agreement by the Company.
Sample 1

Related to Recommendation Change

  • Change of Recommendation Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

  • Company Board Recommendation (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

  • Board Recommendation The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

  • Recommendation The Sheriff recommends approval of the Board Order. The County Administrator concurs with the recommendation of the Sheriff. Should the Board of Commissioners concur with their recommendations, approval of the Board Order will implement that action. Respectfully submitted, /s/ XXXXX XXXXXX Xxxxx Xxxxxx County Administrator

  • Election Changes The Executive may modify the amount of Deferrals annually by filing a new Deferral Election Form with the Employer. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Deferral Election Form is received by the Employer.

  • JOINT SETTLEMENT RECOMMENDATION 2. Staff conducted an investigation of the Respondent’s activities. The investigation disclosed that the Respondent had engaged in activity for which the Respondent could be penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No. 1.

  • No Change in Recommendation or Alternative Acquisition Agreement Neither the Company Board nor any committee thereof shall:

  • Conclusions and Recommendations The literature review (see Appendix C) indicates a range of buffer width recommendations for protecting the shade function. Based on the XXXXX curve reported in this section of the report, approximately 1 SPTH (estimated at 61 meters or 200 ft) will provide nearly 100 percent effectiveness of the buffer to protect the intertidal from desiccation, elevated temperatures, and other shade-related functions. Of course, in nonforested community types (e.g., prairie and grasslands) the shade function from overstory trees may be unattainable. To maximize the buffer’s effectiveness to provide the shade function, the following actions are recommended: • Avoid disturbance to native vegetation in riparian areas, especially nearer the water’s edge. • Retain, restore, and enhance mature trees and a multi-layered canopy and understory of native vegetation at sites that support these types of plant communities. • Ensure that riparian areas can be maintained in mature, native vegetation through time. • Prevent modifications to banks and bluffs (e.g., armoring) that could disrupt natural processes (such as soil creep, development of backshore and overhanging vegetation, recruitment of wood and other organic matter to riparian area including beaches and banks.) • Prohibit cutting and topping of trees and avoid “limbing” (selective branch cutting to enhance views) of trees for view corridors and other purposes within buffers.

  • Classification Changes When the University determines that a revision of a class specification for positions covered by this agreement is needed, and such revision affects the collective bargaining unit designation, the University shall notify AFSCME in writing of the proposed change. AFSCME shall notify the University, in writing, within fifteen (15) days of receipt of the proposed changes, of any comments it has concerning the proposed changes or of its desire to discuss the proposed changes.

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

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