Common use of No Change of Recommendation Clause in Contracts

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: (1) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the Other Parties, the Polaris Board Recommendation; (2) authorize, approve, declare advisable, adopt or recommend or propose to publicly authorize, approve, declare advisable, adopt or recommend, any Polaris Acquisition Proposal; (3) authorize, cause or permit Polaris or any Polaris Subsidiary to enter into any Alternative Acquisition Agreement for any Polaris Acquisition Proposal; or (4) fail to include the Polaris Board Recommendation in the Proxy Statement (any action described in clauses (1), (2) or (4) of this Section 6.01(b) being referred to as a “Polaris Change of Recommendation”).

No Change of Recommendation. Except as expressly provided in Sections 6.01(c), 6.01(d) and 8.03(e8.04(e), neither the Polaris Sirius Board, nor any committee thereof, nor any group of directors, formally or informally, shall: (1) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to the Other Parties, the Polaris Sirius Board Recommendation; (2) authorize, approve, declare advisable, adopt or recommend or propose to publicly authorize, approve, declare advisable, adopt or recommend, any Polaris Sirius Acquisition Proposal; (3) authorize, cause or permit Polaris Sirius or any Polaris Sirius Subsidiary to enter into any Alternative Acquisition Agreement for any Polaris Sirius Acquisition Proposal; or (4) fail to include the Polaris Sirius Board Recommendation in the Proxy Statement (any action described in clauses clause (1), (2) or (4) of this Section 6.01(b6.02(b) being referred to as a “Polaris Sirius Change of Recommendation”).