SPAC Board Recommendation Clause Samples
The SPAC Board Recommendation clause requires the board of directors of a Special Purpose Acquisition Company (SPAC) to formally state their position regarding a proposed business combination or merger. Typically, this clause obligates the board to review the terms of the transaction and communicate to shareholders whether they recommend approval or rejection, often based on their assessment of the deal's merits. Its core function is to provide shareholders with the board's informed guidance, helping them make voting decisions and ensuring transparency in the transaction process.
SPAC Board Recommendation. The SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, amend, qualify or modify, or (privately or publicly) propose to change, withdraw, withhold, amend, qualify or modify, the SPAC Board Recommendation for any reason.
SPAC Board Recommendation. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, amend, qualify or modify, or (privately or publicly) propose to change, withdraw, withhold, amend, qualify or modify, the SPAC Board Recommendation for any reason. The board of directors of SPAC shall publicly reaffirm the SPAC Board Recommendation within five Business Days of receipt of a written request therefor from the Company, provided that, if SPAC otherwise complied in all material respects with all of its obligations under Section 7.06, this Section 7.08, Section 8.01, Section 8.02 and Section 8.03, the board of directors of SPAC shall not be obligated to make such reaffirmation on more than two occasions.
SPAC Board Recommendation. SPAC must procure that the SPAC Board unanimously recommends that SPAC Shareholders vote in favour of the SPAC Proposals in any communications in relation to the Transaction with SPAC Shareholders and must not withdraw or change that recommendation or make any public statement or recommendation (a) that is inconsistent with that recommendation or (b) supporting a Competing Proposal.
SPAC Board Recommendation. The SPAC Board must recommend that SPAC Shareholders vote in favour of the SPAC Proposals and SPAC Extension Proposals in any communications in relation to the Transaction with SPAC Shareholders and must not withdraw or change that recommendation unless a SPAC Competing Transaction is proposed and the SPAC Board determines in good faith and acting reasonably, having received legal advice from its external legal advisers that failing to withdraw or change their recommendation in favour of the Scheme would constitute a breach of their fiduciary or statutory duties to SPAC Shareholders.