No Change in Recommendation. The Board of Directors and Special Committee of Company shall not withhold, withdraw, qualify or modify (including by amendment or supplement to the Joint Proxy Statement / Prospectus), in any manner adverse to Parent, the Bye-Law Recommendation (in the case of the Board of Directors of Company) or the Company Recommendation (in the case of the Board of Directors and/or Special Committee of Company), or publicly propose to, or publicly announce that its Board of Directors and/or its Special Committee has resolved to take any such action (any of the foregoing, with respect to the Bye-Law Recommendation and/or the Company Recommendation, a “Change in Company Recommendation”); it being understood that, if the Special Committee of Company recommends, or proposes publicly to recommend that the shareholders of Company vote against any of the Bye-Law Amendments, such recommendation shall constitute a Change in Company Recommendation. The Board of Directors and Special Committee of Parent shall not withhold, withdraw, qualify or modify (including by amendment or supplement to the Joint Proxy Statement / Prospectus), in any manner adverse to Company, the Parent Recommendation, or publicly propose to, or publicly announce that its Board of Directors and/or its Special Committee has resolved to take any such action (any of the foregoing, with respect to the Parent Recommendation, a “Change in Parent Recommendation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)
No Change in Recommendation. (a) The Board of Directors and Special Committee of Company shall not withhold, withdraw, qualify or modify (including by amendment or supplement to the Joint Proxy Statement / Prospectus), in any manner adverse to Parent, the Bye-Law Recommendation (in the 41 case of the Board of Directors of Company) or the Company Recommendation (in the case of the Board of Directors and/or Special Committee of Company), or publicly propose to, or publicly announce that its Board of Directors and/or its Special Committee has resolved to take any such action (any of the foregoing, with respect to the Bye-Law Recommendation and/or the Company Recommendation, a “Change in Company Recommendation”); it being understood that, if the Special Committee of Company recommends, or proposes publicly to recommend that the shareholders of Company vote against any of the Bye-Law Amendments, such recommendation shall constitute a Change in Company Recommendation. The Board of Directors and Special Committee of Parent shall not withhold, withdraw, qualify or modify (including by amendment or supplement to the Joint Proxy Statement / Prospectus), in any manner adverse to Company, the Parent Recommendation, or publicly propose to, or publicly announce that its Board of Directors and/or its Special Committee has resolved to take any such action (any of the foregoing, with respect to the Parent Recommendation, a “Change in Parent Recommendation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
