Common use of Board Recommendation Clause in Contracts

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: (i) the Board shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; and (iii) neither the Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Purchasers, the unanimous recommendation of the Board that the Company's stockholders vote in favor of and adopt and approve the Board Proposals.

Board Recommendation. (a) RECOMMENDATION. Subject Except to the extent expressly permitted by Section 6.14(b) below: 6.1(b): (i) the Company Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Stockholders Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder MeetingStockholders Meeting (the “Company Recommendation”); and (iii) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the PurchasersBuyer, the unanimous recommendation of the its Board of Directors that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposalsadoption of this Agreement.

Board Recommendation. (a) RECOMMENDATION. Subject Except to the extent expressly permitted by Section 6.14(b) below: 6.2(c): (i) the Board of Directors of the Company has and shall unanimously recommend that the Company's its stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Stockholders’ Meeting; , (ii) the Proxy Statement Proxy/Prospectus shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Meeting; Stockholders’ Meeting and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify modify, in a manner adverse to the PurchasersParent, the unanimous recommendation of the Board that the Company's stockholders vote in favor of and Recommendation, or approve or adopt and or propose publicly to approve the Board Proposalsor adopt any Acquisition Proposal.

Board Recommendation. (a) RECOMMENDATION. Subject to Unless the Company Board shall have effected a Change of Recommendation pursuant to, and in compliance with, Section 6.14(b) below: 5.2, (i) the Company Board shall unanimously recommend that the Company's stockholders Company Stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Stockholders’ Meeting; , (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's stockholders Company Stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Stockholders’ Meeting; , and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify, or resolve to, or publicly propose or resolve to to, withdraw, amend or modify modify, in a manner adverse to the PurchasersAcquiror, the unanimous recommendation of the Company Board that the Company's stockholders Company Stockholders vote in favor of and adopt and approve the Board Proposalsadoption of this Agreement.

Board Recommendation. (a) RECOMMENDATION. Subject Except to the extent expressly permitted by Section 6.14(b) below5.7: (i) the Board of Directors of Seller shall unanimously recommend that the Company's its stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Seller Stockholders’ Meeting; , (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller has unanimously recommended that the Company's stockholders Seller Stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Seller Stockholders’ Meeting; , and (iii) neither the Board of Directors of Seller nor any committee thereof shall withdraw, amend or modify, or publicly propose or resolve to withdraw, amend or modify modify, in a manner adverse to the PurchasersBuyer, the unanimous recommendation of the its Board of Directors that the Company's stockholders Seller Stockholders vote in favor of and adopt and approve the Board Proposalsadoption of this Agreement.

Board Recommendation. (a) RECOMMENDATION. Subject Except to the extent expressly permitted by Section 6.14(b) below6.1 and as may be required by the Company Board’s fiduciary obligations: (i) the Company Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Stockholders Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder MeetingStockholders Meeting (the “Company Recommendation”); and (iii) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the PurchasersBuyer, the unanimous recommendation of the its Board of Directors that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposalsadoption of this Agreement.

Board Recommendation. (a) RECOMMENDATION. Subject Except to Section 6.14(b) below: the extent expressly permitted by SECTION 5.3(d): (i) the Board of Directors of the Company shall unanimously recommend that the Company's its stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Stockholders' Meeting; , (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Meeting; Stockholders' Meeting and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the PurchasersParent, the unanimous recommendation of the Board of Directors that the Company's stockholders vote in favor of and adopt and approve the Board Proposalsadoption of this Agreement.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b6.11(b) below: (i) the Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; and (iii) neither the Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Purchasers, the unanimous recommendation of the Board that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals.

Board Recommendation. (a) RECOMMENDATION. Subject to Except as permitted by Section 6.14(b) below: 5.3(d), until the time that the Required Stockholder Approvals are obtained, (i) the Company’s Board of Directors shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; Proposals, (ii) the Proxy any Information Statement shall include a statement to the effect that the Company’s Board of Directors has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals at the Company Stockholder Meeting; Proposals, and (iii) neither the Company’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the PurchasersParent, the unanimous recommendation of the Company’s Board of Directors that the Company's ’s stockholders vote in favor of and adopt and approve the Board Company Proposals.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: 5.3(d): (i) the Company Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and approve and adopt this Agreement and approve the Board Proposals Merger at the Company Stockholder Stockholders Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's ’s stockholders vote in favor of and approve and adopt this Agreement and approve the Board Proposals Merger at the Company Stockholder Stockholders Meeting; and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to the PurchasersAcquiror, the unanimous recommendation of the Company Board that the Company's ’s stockholders vote in favor of and approve and adopt this Agreement and approve the Board ProposalsMerger.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: (i) In the Information Statement, the Company’s Board of Directors shall unanimously recommend make a unanimous, unqualified recommendation that the Company's stockholders Company Stockholders vote in favor of adoption of this Agreement and adopt and approve approval of the Board Proposals at Mergers pursuant to the Company Stockholder Meeting; (ii) the Proxy Statement shall include a statement to the effect Stockholders Consent and state that the Board of Directors has unanimously recommended concluded that the Company's stockholders vote terms and conditions of the Mergers and this Agreement are fair, just, reasonable, equitable, advisable and in favor the best interests of and adopt and approve the Board Proposals at the Company Stockholder Meeting; and (iii) neither its securityholders. Neither the Company’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify modify, in a manner adverse to the PurchasersAcquirer, the unanimous recommendation of the Company’s Board of Directors that the Company's stockholders Company Stockholders vote in favor of adoption of this Agreement and adopt and approve approval of the Board ProposalsMergers.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: Sections 5.3(d)-(f), (i) the Company Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the adoption of this Agreement (the “Company Board Proposals Recommendation”) at the Company Stockholder Meeting; , (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Meeting; Meeting and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify in a manner adverse to the PurchasersParent or Sub, the unanimous recommendation of the Company Board that the Company's stockholders vote in favor of and adopt and approve the Board ProposalsRecommendation.

Board Recommendation. (a) RECOMMENDATION. Subject Except to the extent expressly permitted by Section 6.14(b) below: 5.3(d): (i) the Company Board shall unanimously recommend that the Company's stockholders shareholders vote in favor of and adopt and approve the Board Proposals Company Shareholder Approval at the Company Stockholder MeetingShareholders Meeting (the "Company Board Recommendation"); (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's stockholders shareholders vote in favor of and adopt and approve the Board Proposals Company Shareholder Approval at the Company Stockholder Shareholders Meeting; and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to the PurchasersParent, the unanimous recommendation of the Company Board that the Company's stockholders shareholders vote in favor of and adopt and approve the Board ProposalsCompany Shareholder Approval.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: Sections 5.3(d)-(f): (i) the Company Board shall unanimously recommend that the Company's stockholders ’s shareholders vote in favor of and adopt and approve the Board Proposals Company Shareholder Approval at the Company Stockholder Shareholders Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's stockholders ’s shareholders vote in favor of and adopt and approve the Board Proposals Company Shareholder Approval at the Company Stockholder Shareholders Meeting; and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withdrawwithhold, amend withdraw or modify in a manner adverse to the PurchasersParent, the unanimous recommendation of the Company Board that the Company's stockholders ’s shareholders vote in favor of and adopt and approve the Board ProposalsCompany Shareholder Approval.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: 5.3(d): (i) the disinterested members of the Company Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals Company Stockholder Approval at the Company Stockholder Stockholders Meeting; (ii) the Proxy Statement shall include a statement to the effect that the disinterested members of the Company Board has have unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals Company Stockholder Approval at the Company Stockholder Stockholders Meeting; and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withdrawwithhold, amend withdraw or modify in a manner adverse to the PurchasersParent, the unanimous recommendation of the Company Board that the Company's ’s stockholders vote in favor of and adopt and approve the Board ProposalsCompany Stockholder Approval.

Board Recommendation. (a) RECOMMENDATION. Subject to Section 6.14(b) below: 5.3(d)-(f), (i) the Company Board shall unanimously recommend that the Company's ’s stockholders vote in favor of and adopt and approve the adoption of this Agreement (the “Company Board Proposals Recommendation”) at the Company Stockholder Meeting; , (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously recommended that the Company's ’s stockholders vote in favor of and adopt and approve the Board Proposals adoption of this Agreement at the Company Stockholder Meeting; Meeting and (iii) neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify in a manner adverse to the PurchasersParent or Sub, the unanimous recommendation of the Company Board that the Company's stockholders vote in favor of and adopt and approve the Board ProposalsRecommendation.