Customary qualifications and information for Shareholders Sample Clauses

Customary qualifications and information for Shareholders. (a) For the avoidance of doubt, the statement by each Non-Conflicted Director that his or her recommendation of, and his or her stated intention to vote in favour of, the Scheme is made in the absence of a Superior Proposal and subject to the Independent Adviser's Report concluding that the Consideration is within or above the Independent Adviser's valuation range for the Shares will not be regarded as a failure to make, a withdrawal of, or an adverse revision, qualification or modification of, a recommendation of, or statement of intention to vote in favour of, the Scheme. (b) If a Company Director is a Non-Conflicted Director on the date of this agreement but subsequently becomes a Conflicted Director, such Conflicted Director abstaining from providing the recommendation and undertaking referred to in clause 8.1 will not be considered to be a change, qualification, withdrawal or adverse modification of the recommendation or undertaking referred to in clause 8.1 or the making of a statement inconsistent with that recommendation or that undertaking, and such abstention shall not give rise to a termination right under clause 14.5(a) or constitute a circumstance which would give rise to payment of the Break Fee under clause 15.2(b).