Common use of Board Recommendations Clause in Contracts

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. 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. Except to the extent expressly permitted by Section 5.2(d): (i) the (A) The Board of Directors of each of the Company and Parent shall recommend that its stockholders the Parent 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 Reincorporation Merger and the Merger and the issuance of the Merger Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting, (iiB) the Proxy StatementProxy/Prospectus Information Statement shall include a statement to the effect that the Board of Directors of (A) the Company Parent 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 approve and adopt this Agreement, the Reincorporation Merger, and the Merger and the issuance of the Parent Merger Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting and (iiiC) 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 partyCompany, the recommendation of its respective the Board of Directors of Parent that the respective stockholders Parent Stockholders approve and adopt this Agreement, the Reincorporation Merger, and the Merger and the issuance of the Company or Parent Merger Stock. (ii) (A) The Board of Directors of AUTC Delaware shall recommend and Parent, as sole stockholder of AUTC Delaware, shall vote in favor of, in the case of the Company, the adoption approval of this Agreement, andthe Reincorporation Merger, in and the case of Parent, Merger and the approval issuance of the Parent Stock Issuance and Parent Charter Amendment.Merger Stock, and