Board of Directors Recommendation Sample Clauses

Board of Directors Recommendation. (a) In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx to be a Superior Proposal, Andrew’s Board of Directors may withhold, withdraw, amend or modify its recommendation in favor of approval and adoption of this Agreement and the Merger and may approve or recommend to its shareholders any Superior Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) if the Board of Directors of Xxxxxx has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders under Applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a), Xxxxxx shall (A) provide to Parent three business days’ prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation and (y) describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d), (B) make available to Parent all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (C) during the three business-day period commencing upon receipt of the notice described in Section 5.3(b)(A), if requested by Parent, engage in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Xxxxxx xxx effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing any other event, occurrence or circumstance as a result of which, in the good faith judgment of the Board of Directors of Xxxxxx, after consultation with outside counsel of Xxxxxx, the failure to effect a Change in Recommendation woul...

Board of Directors Recommendation. (i) The Board of Directors of the Company or Parent, as applicable, and each committee thereof will not: (A) except as expressly permitted by this Section 7.2, withhold or withdraw the Company Recommendation or the Parent Recommendation, as applicable, or approve or recommend to the Company’s stockholders or Parent’s stockholders, as applicable, any Acquisition Proposal; or (B) cause or permit the Company or Parent, as applicable, to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement for any Acquisition Proposal, other than a confidentiality agreement pursuant to Section 7.2(a). (ii) Notwithstanding Section 7.2(b)(i), prior to (but not after) the time (A) in the case of the Company, this Agreement is approved by the Company’s stockholders pursuant to the Company Requisite Vote or (B) in the case of Parent, the Share Issuance is approved by Parent’s stockholders pursuant to the Parent Requisite Vote, as applicable, the Company’s Board of Directors or Parent’s Board of Directors, as applicable, may (1) withhold or withdraw the Company Recommendation or the Parent Recommendation, as applicable, if the Board of Directors of the Company or Parent, as applicable, determines in good faith (after consultation with its financial advisers and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law and (2) approve or recommend to the stockholders of the Company or Parent, as applicable, any Superior Proposal made after the date of this Agreement (this action, a “Superior Proposal Action”) if the Board of Directors of the Company or Parent, as applicable, determines in good faith (after consultation with its financial advisers and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law; provided that the Company’s Board of Directors or Parent’s Board of Directors, as applicable, may not take a Superior Proposal Action unless the Company or Parent, as applicable, has given Parent or the Company, as applicable, written notice of its Board of Directors’ intention to take this action at least six business days prior to its Board of Directors’ taking this action (it being understood that this intention or notice or the disclosure of either will not constitute a Company Adverse Recommendation Event entitling Parent to terminate this Agreement pursuant to Secti...

Board of Directors Recommendation. The FNF Special Committee has duly adopted at a special meeting held on June 25, 2006, resolutions recommending to the Board of Directors of FNF approval of this Agreement, the Merger, and the transactions contemplated hereby on the terms and conditions set forth herein. Upon the recommendation of FNF Special Committee, the Board of Directors of FNF, by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are fair to and in the best interests of FNF and its stockholders, (ii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and (iii) recommended that the stockholders of FNF adopt this Agreement and the Merger and the transactions contemplated hereby and directed that this Agreement and the Merger and the transactions contemplated hereby be submitted for adoption by FNF's stockholders at the FNF Stockholders Meeting (as defined herein).

Board of Directors Recommendation. The Company hereby represents and warrants to and in favour of the Offeror that: (a) the Financial Advisor retained by the Company has delivered an oral opinion to the Special Committee and the Board of Directors to the effect that the consideration to be received under the Offer is fair from a financial point of view to Shareholders (other than the Offeror); and (b) the Board of Directors, after receiving the recommendation of its Special Committee and consulting with the Financial Advisor and its outside legal advisors, has unanimously resolved: (i) that the Offer and this Agreement are fair to the Shareholders and in the best interests of Shareholders and the Company, (ii) to approve this Agreement, and (iii) to unanimously recommend acceptance of the Offer by the Shareholders; and (c) all of the directors of the Company have advised the Offeror that they agree to support the Offer and intend to tender to the Offer all of their Shares, including any Shares issued upon the exercise of all Options held by them and the joint announcement to be issued announcing the intention of the Offeror to make the Offer may so state and that references to such support may be made in the Bid Circular and other documents in connection with the Offer.

Board of Directors Recommendation. On August 6, 2020, after careful consideration and consultation with its advisors, all members of the board of directors of Sirius, which we refer to as the “Sirius board,” approved the merger agreement. Moreover, the members of the Sirius board unanimously determined that the merger and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Sirius and further resolved that it is recommended to the Sirius shareholders that they vote “FOR” the merger proposal and “FOR” the Sirius compensation proposal. WHO MAY VOTE: The Sirius board has fixed the close of business on October 1, 2020 as the record date for the Sirius special meeting, which we refer to as the “Sirius record date.” Only holders of record of Sirius common shares, par value $0.01 per share, which we refer to as the “Sirius shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius record date are entitled to receive notice of the Sirius special meeting and to vote at the Sirius special meeting or any adjournment or postponement thereof. As of the Sirius record date, there were 115,299,341 Sirius shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger proposal and the Sirius compensation proposal, holders of Sirius shares are entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius share. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger without the approval of the merger proposal. If the merger proposal is not approved by the holders of the requisite number of shares, then the transaction will not occur. The presence of two or more persons present virtually at the Sirius special meeting or representing virtually or by proxy in excess of 50% of the total issued voting shares of Sirius throughout the meeting is required for a quorum. Assuming a quorum is present, approval of the merger proposal requires the affirmative vote of at least a simple majority of the total voting power of the Sirius shares (which, for this purpose, includes the Sirius Series B Prefer...

Board of Directors Recommendation. ASBB’s board of directors, at a meeting duly called and held, has by unanimous vote of the directors present (i) adopted this Agreement and approved the transactions contemplated hereby, including the Merger and the transactions contemplated hereby and thereby, and has determined that, taken together, they are fair to and in the best interests of ASBB’s shareholders, and (ii) resolved, subject to the terms of this Agreement, to recommend that the holders of the shares of ASBB Common Stock approve this Agreement, the Merger, and the related transactions and to call and hold a meeting of ASBB’s shareholders at which this Agreement, the Merger, and the related transactions shall be submitted to the holders of the shares of ASBB Common Stock for approval.

Board of Directors Recommendation. CLBH’s board of directors, at a meeting duly called and held, has by unanimous vote of the directors present (i) adopted this Agreement and approved the transactions contemplated hereby, including the Merger and the transactions contemplated hereby and thereby, and has determined that, taken together, they are fair to and in the best interests of CLBH’s shareholders, and (ii) resolved, subject to the terms of this Agreement, to recommend that the holders of the shares of CLBH Common Stock approve this Agreement, the Merger, and the related transactions and to call and hold a meeting of CLBH’s shareholders at which this Agreement, the Merger, and the related transactions shall be submitted to the holders of the shares of CLBH Common Stock for approval.

Board of Directors Recommendation. SB’s board of directors, at a meeting duly called and held, has by unanimous vote of the directors present (i) adopted this Agreement and approved the transactions contemplated hereby, including the Merger and the transactions contemplated hereby and thereby, and has determined that, taken together, they are fair to and in the best interests of SB’s shareholders, and (ii) resolved, subject to the terms of this Agreement, to recommend that the holders of the shares of SB Common Stock approve this Agreement, the Merger, and the related transactions and to call and hold a meeting of SB’s shareholders at which this Agreement, the Merger, and the related transactions shall be submitted to the holders of the shares of SB Common Stock for approval.

Board of Directors Recommendation. Buyer’s board of directors, at a meeting duly called and held, has by unanimous vote of the directors present (i) adopted this Agreement and approved the transactions contemplated hereby, including the Merger and the transactions contemplated hereby and thereby, and has determined that, taken together, they are fair to and in the best interests of Buyer’s shareholders, and (ii) resolved, subject to the terms of this Agreement, to recommend that the holders of the shares of Buyer Common Stock approve this Agreement, the Merger, and the related transactions and to call and hold a meeting of Buyer’s shareholders at which this Agreement, the Merger, and the related transactions shall be submitted to the holders of the shares of Buyer Common Stock for approval.

Board of Directors Recommendation. The Board of Directors of Parent, at a meeting duly called and held, by unanimous vote of the members voting at such meeting has (a) determined that this Agreement and the transactions contemplated hereby, including the Exchange and the Investments, are advisable, fair to and in the best interests of Parent’s stockholders; (b) declared advisable and in all respects approved this Agreement, and the transactions contemplated by this Agreement, including the Exchange and the Investments; (c) resolved to recommend that Parent’s stockholders approve the Parent Proposals; and (d) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration in accordance with this Agreement, which resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way.