Adverse Recommendation Change. (a) Each of the Special Committee and the Company Board shall (i) recommend that the Company’s stockholders tender their Shares in the Offer and, if stockholder approval is required by Delaware Law, adopt this Agreement and the transactions contemplated hereby and (ii) not fail to make, withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce its intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (collectively, an “Adverse Recommendation Change”). However, at any time prior to the Acceptance Date, if the Special Committee determines in good faith (after considering the advice of its outside legal and financial advisors) that it would be inconsistent with its fiduciary duties under Delaware Law to continue to recommend that the Company’s stockholders tender their Shares in the Offer and, if stockholder approval is required by Delaware Law, adopt this Agreement and the transactions contemplated hereby, then the Special Committee and the Company Board (acting upon the recommendation of the Special Committee) may make an Adverse Recommendation Change, in which case the obligations of the Special Committee and the Company Board under this Section 6.03 shall cease (but nothing in this Section 6.03 shall affect the Company’s obligations under Section 6.02 (regardless of whether there has been an Adverse Recommendation Change)); provided that the Special Committee and the Company Board may not make an Adverse Recommendation Change until after at least 48 hours following Parent’s receipt of written notice from the Company advising Parent that the Special Committee and/or the Company Board intends to make such an Adverse Recommendation Change and the reasons therefor and the Special Committee and/or the Company Board considers any modifications proposed by Parent during such 48-hour period in order to eliminate the need for such Adverse Recommendation Change.
Adverse Recommendation Change. (a) Subject to Section 5.4(b) and Section 5.4(c), the Company Board shall not effect a Company Adverse Recommendation Change.
Adverse Recommendation Change. The Special Committee shall (a) recommend that the Company’s stockholders, other than Parent and its Affiliates, tender their Shares in the Offer and (b) not withhold, withdraw, qualify or modify in a manner adverse to Parent or fail to make the Special Committee Recommendation or publicly recommend or announce its intention to take any action or make any statement inconsistent with the Special Committee Recommendation (collectively, an “Adverse Recommendation Change”). However, if the Special Committee determines in good faith (after considering the advice of its outside legal and financial advisors) that continuing to recommend that the Company’s stockholders tender their Shares in the Offer could be reasonably determined to be inconsistent with its fiduciary duties under Delaware Law, then the Special Committee may make an Adverse Recommendation Change, in which case the obligations of the Special Committee and the Company Board under this Section 4.01 shall cease; provided that the Special Committee may not make an Adverse Recommendation Change until after at least 48 hours following Parent’s receipt of written notice from the Company advising Parent that the Special Committee intends to make such an Adverse Recommendation Change and the reasons therefor and the Special Committee considers any modifications proposed by Parent during such 48-hour period in order to eliminate the need for such Adverse Recommendation Change.
Adverse Recommendation Change. By either Party, upon written notice to the other Party, prior to the time that the CAC Requisite Vote has been obtained (if CEC is the party giving notice of termination) or prior to the time that the CEC Requisite Vote has been obtained (if CAC is the party giving notice of termination), if the board of directors of the other Party shall have effected an Adverse Recommendation Change.
Adverse Recommendation Change. (a) Except as permitted by this Section 5.03, the Partnership Board (acting on the recommendation of the Conflicts Committee) shall not (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Partnership Board Recommendation or (ii) fail to include the Partnership Board Recommendation in the Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as an “Adverse Recommendation Change”). Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by the Partnership’s or the General Partner’s Subsidiaries, or the Partnership’s or the General Partner’s Representatives, other than any violation caused by or at the direction of Parent, shall be deemed to be a breach of this Section 5.03 by the Partnership and the General Partner.
Adverse Recommendation Change the Company Board shall have made an Adverse Recommendation Change; provided that the Acquiring Parties’ right to terminate this Agreement pursuant to this Section 8.1(d)(ii) shall expire when the Company Stockholder Approval has been obtained; or
Adverse Recommendation Change. (a) Except as permitted by Section 5.3(b), MLP shall not, and shall cause its Subsidiaries not to, and the foregoing shall use their commercially reasonable efforts to cause their respective Representatives not to, directly or indirectly (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the MLP Board Recommendation or (ii) fail to include the MLP Board Recommendation in the Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as an “Adverse Recommendation Change”). Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by MLP’s Subsidiaries, or MLP’s Representatives, other than any violation caused by or at the direction of Parent, shall be deemed to be a breach of this Section 5.3 by MLP.
Adverse Recommendation Change. 6.04 Arbitrator.......................................... 2.11 Certificates........................................ 2.04 Company Disclosure Schedule......................... Article 4
Adverse Recommendation Change. Prior to receipt of the Required Approval, if an Adverse Recommendation Change shall have occurred.
Adverse Recommendation Change. Notwithstanding anything to the contrary in this Agreement, at any time prior to the time, but not after, the Company Stockholder Approval is obtained, the Company Board may (i) following receipt of a bona fide Acquisition Proposal after the execution of this Agreement that did not result from a material breach of this
