Board Recommendations. (a) Subject to the terms of this Section 6.3, neither the Company Board (or any committee thereof) nor the Parent Board (nor any committee thereof) shall:
(i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the other party, the approval or recommendation by such Board (or any such committee) of this Agreement or the transactions contemplated hereby (any such withdrawal, amendment, modification or proposal, a “Change of Recommendation”); or
(ii) adopt, approve or recommend (or propose publicly to adopt, approve or recommend) to its shareholders or stockholders, as the case may be, that they accept any Acquisition Proposal or Superior Proposal (as defined in Section 9.3).
(b) Notwithstanding anything to the contrary set forth herein, each of the Company Board and the Parent Board may effect a Change of Recommendation, provided that (i) the Company or Parent, as the case may be, has received an Acquisition Proposal that it has deemed to be a Superior Proposal and such Superior Proposal has not been withdrawn at the time such action is taken, (ii) the Company Special Meeting or the Parent Special Meeting, as the case may be, has not occurred, (iii) the Board of the party receiving such Superior Proposal reasonably determines in good faith (after consultation with its outside legal counsel) that it is necessary to take such action in order to comply with its fiduciary duties under applicable Law and (iv) the party receiving such Superior Proposal has provided the other party five (5) Business Days prior written notice that its Board intends to effect such Change of Recommendation, specifying the material terms and conditions of such Superior Proposal (and providing a written copy thereof) and identifying the Person or Persons making such Superior Proposal.
(c) In the event that, during the foregoing five (5) Business Day period, the party hereto that has received the foregoing notice shall make a counterproposal to the party hereto that is proposing to effect a Change of Recommendation, the party that is proposing to take such action shall consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal.
(d) Nothing set forth in this Section 6.3 shall prohibit either party hereto from taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act; provided, however, that any acti...
Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to vote in favor of the approval of this Agreement and the Merger and use commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders of this Agreement, (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offer.
(b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend any transaction involving an Acquisition Proposal from a third party (an “Alternative Transaction”), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “Acquisition Agreement”) related to any Alternative Transaction. Notwithstanding the foregoing, if prior to the Appointment Time, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with Section 5.9(b) and after consultation with independent outside counsel that it is required to do so by its fiduciary duties to Company Shareholders under applicable Louisiana Law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”), but only at a time that is after the third business day
Board Recommendations. The Board of Directors of Company, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the stockholders of Company, and (ii) resolved to recommend that the holders of the shares of capital stock of Company entitled to vote thereon approve this Agreement and the transactions contemplated hereby (including the Merger).
Board Recommendations. 41 SECTION 6.8
Board Recommendations. By a vote of the directors --------------------- present at a meeting of the board of directors of the Company (which meeting was duly called and held and at which a quorum was present at all times), the board of directors has (i) approved and adopted (A) this Agreement, including the issuance of the Securities, (B) the Company's entering into the Ancillary Agreements to which it is or will be a party, and (C) the Certificate Amendments, and (ii) resolved to recommend to the Company's stockholders approval of the transactions contemplated hereunder and under the Ancillary Agreements to which it is or will be a party, including issuance of the Securities to the Purchaser pursuant to this Agreement.
Board Recommendations. Except to the extent expressly permitted by Section 5.2(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the adoption of this Agreement at the Company Stockholders' Meeting, and, in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting, (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of (A) the Company has recommended that the Company Stockholders vote in favor of adoption of this Agreement at the Company Stockholders' Meeting and (B) Parent has recommended that Parent Stockholders vote in favor of approval of the Parent Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the adoption of this Agreement, and, in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment.
Board Recommendations. 60 Section 7.4 Joint Proxy Statement/Prospectus; Registration Statement.....................61 Section 7.5 Merger Shareholders Meetings.................................................63 Section 7.6 Reasonable Best Efforts to Complete..........................................64 Section 7.7 Public Announcements.........................................................66 Section 7.8 Company Employee Benefits; Company 401(k) Plan...............................67 Section 7.9
Board Recommendations. In connection with the Offer, the Board of Directors of the Company shall, subject to Section 4.7, recommend to the holders of the Shares that such holders tender their Shares in the Offer.
Board Recommendations. The Board of Directors has duly (i) --------------------- approved and adopted (A) this Agreement, including the issuance of the Bridge Preferred Shares and the issuance of the Conversion Shares upon conversion of the Bridge Preferred Shares and the Permanent Preferred Shares, and (B) the Company's entering into the Registration Rights Agreement, and (ii) resolved to recommend to the Company's stockholders approval of the Stockholder Proposal.
Board Recommendations. By the unanimous vote of the directors present at a meeting of Seller's Board of Directors (which meeting was duly called and held and at which a quorum was present), the Board of Directors of Seller (a) duly and validly approved this Agreement and the transactions contemplated hereby, and (b) resolved to recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of Seller. Seller's financial advisor, Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, has delivered to Seller's Board of Directors an oral opinion on the date hereof (and has committed to deliver a written opinion not later than ten (10) days after the date hereof) to the effect that on such date, the Purchase Price is fair to Seller's stockholders from a financial point of view.
