Common use of Board Recommendation Clause in Contracts

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall unanimously recommend that its stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, 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 Parent, the unanimous recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerAgreement.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its the Company’s stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, ; (ii) the Prospectus/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 adoption and approval of this Agreement and approval of the Merger at the 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 Parent, the unanimous recommendation of its Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and approval of the MergerAgreement.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger (the "RECOMMENDATION"), at the Stockholders’ Meeting' Meetings, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s 's stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerRecommendation.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ MeetingMeeting (the “Board Recommendation”) and shall reaffirm (publicly, if so requested) the Board Recommendation within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that made the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ MeetingBoard Recommendation, and (iii) neither the Board of Directors of the Company nor any committee thereof of it, shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerRecommendation.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, (ii) the Proxy Statement shall include (A) a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, and (B) the Fairness Opinion, and (iii) neither the Board of Directors of the Company 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and approval of the MergerAgreement.

Board Recommendation. Except to In the extent expressly permitted by Section 5.3(d): (i) Informational Documents or Information Statement, as applicable, the Company’s Board of Directors of shall make a unanimous, unqualified recommendation that the Company shall recommend that its stockholders Stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement pursuant to the effect Company Stockholders Consent and state that the Board of Directors has concluded that the terms and conditions of the Merger and this Agreement are fair, just, reasonable, equitable, advisable and in the best interests of the Company has recommended that and its securityholders. Neither the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 ParentAcquiror, the unanimous recommendation of its the Company’s Board of Directors that the Company’s stockholders Company Stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.2(c): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, (ii) the Proxy Statement Proxy/Prospectus shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, Meeting and (iii) neither the Board of Directors of the Company nor any committee thereof shall withhold, withdraw, amend qualify or modify, or propose or resolve to withhold, withdraw, amend qualify or modify modify, in a manner adverse to Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerCompany Recommendation.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d4.2(d): (i) the Company Board of Directors of the Company shall recommend that its the Company’s stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Company Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, and (iii) neither the Company 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 Parent, the recommendation of its the Company Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and the approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.3(d): (i) the Board board of Directors directors of the Company shall unanimously recommend (the "Recommendation") that its stockholders the Company's shareholders vote in favor of adoption and approval of to approve this Agreement and approval of the Merger transactions contemplated hereby at the Stockholders’ Shareholders' Meeting, ; (ii) the Proxy Statement shall include a statement to the effect that the Board board of Directors directors of the Company has unanimously recommended that the Company’s stockholders 's shareholders vote in favor of adoption and approval of to approve this Agreement and approval of the Merger transactions contemplated hereby at the Stockholders’ Shareholders' Meeting, ; and (iii) neither the Board board of Directors 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerRecommendation.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.3(d): (i) the Board of Directors of the Company shall unanimously recommend that its stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the StockholdersShareholders’ 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 shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the StockholdersShareholders’ 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 45 withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of its Board of Directors that the Company’s stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger. Without limitation, the recommendation of the Company’s Board of Directors shall be deemed to have been modified in a manner adverse to Parent if the recommendation shall no longer be unanimous.

Board Recommendation. Except to the extent expressly permitted by Section Sections 5.3(c), 5.3(d) or 5.3(e)(ii): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of the adoption and approval of this Agreement and approval of (the Merger “Recommendation”), at the Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerRecommendation.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.3(d): (i) the Board of Directors of the Company shall unanimously recommend that its stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the StockholdersShareholders’ 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 shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the StockholdersShareholders’ 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 Parent, the unanimous recommendation of its Board of Directors that the Company’s stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger. Without limitation, the recommendation of the Company's Board of Directors shall be deemed to have been modified in a manner adverse to Parent if the recommendation shall no longer be unanimous.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger (the “Recommendation”), at the Stockholders’ MeetingMeetings, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 ParentCEP, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerRecommendation.

Board Recommendation. Except to In the extent expressly permitted by Section 5.3(d): (i) Informational Documents or Information Statement, as applicable, the Company’s Board of Directors of shall make a unanimous, unqualified recommendation that the Company shall recommend that its stockholders Stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement Company Stockholders Meeting or pursuant to the effect Company Stockholders Consent and state that the Board of Directors has concluded that the terms and conditions of the Merger and this Agreement are fair, just, reasonable, equitable, advisable and in the best interests of the Company has recommended that and its securityholders. Neither the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the 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 ParentAcquiror, the unanimous recommendation of its the Company’s Board of Directors that the Company’s stockholders Company Stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Shareholders' Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders 's shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ Shareholders' Meeting, and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modifymodify in a manner adverse to Parent, or resolve or publicly propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of its Board of Directors that the Company’s stockholders 's shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d6.3(d): (i) the Board of Directors of the Company shall recommend that its stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, (ii) the Proxy Statement shall include (A) 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 the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, and (B) the Fairness Opinion, and (iii) neither the Board of Directors of the Company 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 Parent, the recommendation of its Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and approval of the MergerAgreement.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d4.2(d): (i) the Company Board of Directors of the Company shall recommend that its the Company's stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders' Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Company Board of Directors has recommended that the Company's stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Stockholders’ ' Meeting, and (iii) neither the Company 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 Parent, the recommendation of its the Company Board of Directors that the Company’s 's stockholders vote in favor of the adoption and approval of this Agreement and the approval of the Merger.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d) and Section 5.3(e): (i) the Company Board of Directors of the Company shall unanimously recommend that its the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger Company Stockholder Approval at the Stockholders’ Meeting, Company Stockholders Meeting (the “Company Board Recommendation”); (ii) the Proxy Statement shall include a statement to the effect that the Company Board of Directors of the Company has unanimously recommended that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger Company Stockholder Approval at the Stockholders’ Company Stockholders Meeting, ; and (iii) neither the Company Board of Directors of the Company nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or propose or resolve to withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, the unanimous recommendation of its the Company Board of Directors that the Company’s stockholders vote in favor of adoption and approval of this Agreement and approval of the MergerCompany Stockholder Approval.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): (i) the Board of Directors of the Company shall unanimously recommend that its stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the StockholdersShareholders’ 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 shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the StockholdersShareholders’ Meeting, and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or resolve or publicly propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of its Board of Directors that the Company’s stockholders shareholders vote in favor of adoption and approval of this Agreement and approval of the Merger. Without limitation, the recommendation of the Company Board of Directors shall be deemed to have been modified in a manner adverse to Parent if the recommendation shall no longer be unanimous.

Board Recommendation. Except to the extent expressly permitted by Section 5.3(d): 5.2(d), (i) the Special Committee shall recommend that the Company Board adopt this Agreement, (ii) each of Directors the Special Committee and the Company Board shall recommend that the stockholders of the Company shall recommend that its stockholders vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, (iiiii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Special Committee has unanimously recommended, and the Company Board has recommended recommended, that the Company’s stockholders Company Stockholders vote in favor of adoption and approval of this Agreement and approval of the Merger at the Company Stockholders’ Meeting, and (iiiiv) neither the Special Committee, the Company Board of Directors nor any other committee of the Company nor any committee thereof Board shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to ParentAcquiror, the recommendation of its Board of Directors that the Company’s stockholders Company Stockholders vote in favor of the adoption and approval of this Agreement and approval of the MergerAgreement.