Acquiror Board Recommendation Clause Samples

Acquiror Board Recommendation. The board of directors of Acquiror 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 Acquiror Board Recommendation for any reason, other than to the extent that the board of directors of Acquiror determines in good faith, after consultation with, and upon receipt of written advice from, its outside counsel, that maintaining the Acquiror Board Recommendation would result in a breach of fiduciary duty by the board of directors of Acquiror. The board of directors of Acquiror shall publicly reaffirm the Acquiror Board Recommendation within five (5) Business Days of receipt of a written request therefor from the Company; provided that Acquiror shall be obligated to make only two (2) such public reaffirmations. If Acquiror shall determine that a change in the Acquiror Board Recommendation is required to satisfy the board’s fiduciary duties as described in the first sentence of this section, Acquiror shall notify the Company promptly (but in no event later than 24 hours) after it makes such determination. In such notice, Acquiror shall specify the reason for making the change in Acquiror Board Recommendation in material detail and provide a copy of the written advice provided by ▇▇▇▇▇▇▇▇’s outside counsel. Acquiror shall provide the Company with at least 48 hours prior notice of any meeting of the Acquiror board of directors (or such lesser notice as is provided to the members of the board) at which the Acquiror board is reasonably expected to consider the need for a change in the Acquiror Board Recommendation.

Acquiror Board Recommendation. The Acquiror 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 Acquiror Board Recommendation unless it determines in good faith that such change is in the best interests of the Acquiror. The Acquiror Board shall publicly reaffirm the Acquiror Board Recommendation within five (5) Business Days of receipt of a written request therefor from the Company, provided that Acquiror shall be obligated to make only two (2) such public reaffirmations.