Common use of Failure to Recommend Clause in Contracts

Failure to Recommend. At any time prior to the ANNB Shareholders Meeting, by FNB if (i) ANNB shall have breached Section 6.11(a) – (d) in any respect materially adverse to FNB, (ii) the ANNB Board of Directors shall have failed to make the ANNB Recommendation or shall have effected a Change in ANNB Recommendation, (iii) the ANNB Board shall have approved, recommended or endorsed (or in the case of a tender or exchange offer, failed to promptly recommend rejection of), or proposed or resolved to recommend or endorse (or in the case of a tender or exchange offer, failed to promptly recommend rejection of) an Acquisition Proposal, or (iv) ANNB shall have materially breached its obligations under Section 6.3 by failing to call, give notice of, convene and hold the ANNB Shareholders Meeting.

Failure to Recommend. At any time prior to the ANNB MBI Shareholders Meeting, by FNB if (i) ANNB MBI shall have breached Section 6.11(a) – (d) in any respect materially adverse to FNB, (ii) the ANNB MBI Board of Directors shall have failed to make the ANNB MBI Recommendation or shall have effected a Change in ANNB MBI Recommendation, (iii) the ANNB MBI Board of Directors shall have approved, recommended or endorsed (or in the case of a tender or exchange offer, failed to promptly recommend rejection of), or proposed or resolved to recommend or endorse (or in the case of a tender or exchange offer, failed to promptly recommend rejection of) an Acquisition Proposal, or (iv) ANNB MBI shall have materially breached its obligations under Section 6.3 by failing to call, give notice of, convene and hold the ANNB MBI Shareholders Meeting.

Failure to Recommend. At any time prior to the ANNB OBA Shareholders Meeting, by FNB if (i) ANNB OBA shall have breached Section 6.11(a) – (d) in any respect materially adverse to FNB, (ii) the ANNB OBA Board of Directors shall have failed to make the ANNB OBA Recommendation or shall have effected a Change in ANNB OBA Recommendation, (iii) the ANNB OBA Board shall have approved, recommended or endorsed (or in the case of a tender or exchange offer, failed to promptly recommend rejection of), or proposed or resolved to recommend or endorse (or in the case of a tender or exchange offer, failed to promptly recommend rejection of) an Acquisition Proposal, or (iv) ANNB OBA shall have materially breached its obligations under Section 6.3 by failing to call, give notice of, convene and hold the ANNB OBA Shareholders Meeting.