Common use of Failure to Recommend Clause in Contracts

Failure to Recommend. By Buyer, if the Target Board shall have (i) failed to recommend in the Proxy Statement, without modification or qualification, the approval and adoption of this Agreement or (ii) in a manner adverse to Buyer, (A) withdrawn, modified or qualified, or proposed to withdraw, modify or qualify, the recommendation by the Target Board of this Agreement and/or the Merger to Target’s shareholders, (B) taken any public action or made any public statement in connection with the meeting of Target shareholders to be held pursuant to Section 6.3 inconsistent with such recommendation or (C) recommended any Alternative Proposal (or, in the case of clause (ii), resolved to take any such action), whether or not permitted by the terms hereof;

Failure to Recommend. By Buyer, if the Target Seller Board shall have (i) failed to recommend in the Proxy Statement, without modification or qualification, the approval and adoption of this Agreement or (ii) in a manner adverse to Buyer, (A) withdrawn, modified or qualified, or proposed to withdraw, modify or qualify, the recommendation by the Target Seller Board of this Agreement and/or the Merger to TargetSeller’s shareholders, (B) taken any public action or made any public statement in connection with the meeting of Target Seller shareholders to be held pursuant to Section 6.3 inconsistent with such recommendation or (C) recommended any Alternative Proposal (or, in the case of clause (ii), resolved to take any such action), whether or not permitted by the terms hereof;.

Failure to Recommend. By Buyer, if the Target Company Board shall have (i) failed to recommend in the Proxy Statement, without modification or qualification, Statement the approval and adoption of this Agreement or (ii) in a manner adverse to Buyer, Buyer (A) withdrawn, modified or qualified, or proposed to withdraw, modify or qualify, the recommendation by the Target Company Board of this Agreement and/or the Merger to Targetthe Company’s shareholdersstockholders, (B) taken any public action or made any public statement in connection with the meeting of Target shareholders the Company’s stockholders to be held pursuant to Section 6.3 inconsistent with such recommendation or (C) recommended any Alternative Proposal (or, in the case of clause (ii), resolved to take any such action), whether or not permitted by the terms hereof;; or