No Change of Recommendation. Except as expressly permitted by Section 5.3(e), the Company Board shall not (i) (A) withdraw, withhold, qualify or modify in a manner adverse to Parent, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus, (C) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal, (D) after receipt or public announcement of a Competing Proposal (other than a tender offer or exchange offer), fail to publicly affirm the Company Board Recommendation within five (5) business days after a request by Parent to do so (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting), or (E) following the commencement of a tender offer or exchange offer relating to the Company Common Stock by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or exchange offer within five (5) business days after the commencement of such tender offer or exchange offer pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting) (any action in this clause (i) being referred to as a “Change of Recommendation”) or (ii) cause or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, term sheet, agreement or commitment (other than an Acceptable Confidentiality Agreement referred to in Section 5.3(b)) constituting or relating to, or that is intended to or could reasonably be expected to lead to, any Competing Proposal (a “Company Acquisition Agreement”).
No Change of Recommendation. (i) Except as permitted by Section 6.2(d)(ii) or Section 6.2(e), the Company Board, including any committee thereof, agrees it shall not:
No Change of Recommendation. Except as expressly provided in Sections 6.02(d), 6.02(e) and 8.04(d), neither the Nova II Board, nor any committee thereof, nor any group of directors, formally or informally, shall:
No Change of Recommendation. Except as set forth in Section 7.2(d) and Section 7.2(f), the board of directors of the Company and each committee of the board of directors shall not:
No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, shall not:
No Change of Recommendation. Except as set forth in Section 6.9(c), no Company Non-Solicit Party will:
No Change of Recommendation. (i) Except as permitted by Section 7.2(d)(ii), Section 7.2(d)(iii) and Section 7.2(e), the Special Committee agrees it shall not:
No Change of Recommendation. Except as expressly provided in Sections 6.01(c), 6.01(d) and 8.03(e), neither the Polaris Board, nor any committee thereof, nor any group of directors, formally or informally, shall:
No Change of Recommendation. Except as expressly provided in Sections 6.01(c), 6.01(d) and 8.04(e), neither the Sirius Board, nor any committee thereof, nor any group of directors, formally or informally, shall:
No Change of Recommendation. Except as expressly provided in Sections 6.03(c), 6.03(d) and 8.05(e), neither the Constellation Board, nor any committee thereof, nor any group of directors, formally or informally, shall:
