Common use of Failure to Recommend Clause in Contracts

Failure to Recommend. At any time prior to the Company Meeting, by Parent if (i) the Company shall have breached its obligations under Section 6.06, (ii) the Company Board shall have failed to make its recommendation referred to in Section 6.02, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of Parent, (iii) the Company Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than Parent or a Subsidiary of Parent or (iv) the Company shall have materially breached its obligations under Section 6.02 by failing to call, give notice of, convene and hold the Company Meeting in accordance with Section 6.02.

Failure to Recommend. At any time prior to the Company Meeting, by Parent if (i) the Company shall have breached its obligations under Section 6.066.07 in any respect materially adverse to Parent, (ii) the Company Board shall have failed to make its recommendation referred recommend approval of this Agreement by the shareholders of the Company or shall have effected a Change in Recommendation (or shall have resolved to in Section 6.02do so), withdrawn such recommendation whether or modified or changed such recommendation in a manner adverse in any respect to the interests of Parentnot permitted by this Agreement, (iii) the Company Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than Parent or a Subsidiary of Parent or (iv) the Company shall have materially breached its obligations under Section 6.02 by failing to call, give notice of, convene and hold the Company Meeting in accordance with Section 6.02.

Failure to Recommend. At any time prior to the Company Meeting, by Parent either of the Purchasers if (i) the Company shall have breached its obligations under Section 6.06, (ii) the Company Board shall have failed to make its recommendation referred to in Section 6.02, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of Parentthe Purchasers, (iii) the Company Board shall have recommended, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than Parent or a Subsidiary of Parent the Purchasers or (iv) the Company shall have materially breached its obligations under Section 6.02 by failing to call, give notice of, convene and hold the Company Meeting in accordance with Section 6.02.

Failure to Recommend. At any time prior to the Company Meeting or Parent Meeting, by Parent if (i) by Parent, if the Company shall have breached its obligations under Section 6.06, 7.08 or (ii) by Parent, if the Company Board shall have failed to make its recommendation referred to in Section 6.027.02, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of Parent, or (iii) the Company Board shall have recommendedby Parent, proposed, or publicly announced its intention to recommend or propose, to engage in an Acquisition Transaction with any Person other than Parent or a Subsidiary of Parent or (iv) if the Company shall have materially breached its obligations under Section 6.02 by failing to call, give notice of, convene and hold the Company Meeting in accordance with Section 6.027.02, or (iv) by the Company, if Parent shall have materially breached its obligations pursuant to Section 7.02.