Examples of Company Board Recommendation in a sentence
The Company Board Recommendation has not, as of the date of this Agreement, been rescinded, modified or withdrawn.
Because ETE did not allege that Williams withdrew, modified, or qualified the Company Board Recommendation under Section 4.02(d) through the Closing Date, its claim necessarily fails.ETE separately argues that the Court of Chancery’s interpretation of Section 4.02(d) and 3.01(d) would render Section 4.02(f) “inexplicable and rank surplusage.”80 We disagree.
The grammatical construction of Section 3.01(d) is illustrative.78 In Sections 3.01(d), the noun “resolutions” gives meaning to the four adjectival phrases that follow to form the definition “Company Board Recommendation.” Further, the dependent clause concluding the definition—which begins with the phrase “which resolutions”—explicitly denotes that that Company Board Recommendation consists of resolutions.
Because Section 4.02(d) is a fiduciary-out provision that prohibited certain board actions, while Section 4.02(f) is a safe harbor provision that permitted certain company disclosures if certain conditions were met, Williams need not rely on the safe harbor to prevail against ETE’s counterclaim.81 By its plain language, Section 4.02(f) is not a safe harbor for making a modification or qualification of the Company Board Recommendation.
The Agreement contained several provisions that are at issue on appeal, including the Company Board Recommendation, the Company Board Recommendation Change, the parties’ Efforts Obligations, and the Attorney’s Fee provision, all of which are defined and described below.