Recommendation Change Sample Clauses
Recommendation Change. Anything to the contrary in this Agreement notwithstanding, at any time prior to obtaining the Partnership Unitholder Approval, either or both of the General Partner Board (upon the recommendation of the Partnership Conflicts Committee) or the Partnership Conflicts Committee may make a Recommendation Change if, after consultation with its or their respective outside legal counsel(s) and financial advisor(s), the General Partner Board (upon the recommendation of the Partnership Conflicts Committee) and/or the Partnership Conflicts Committee (as the case may be) determines in good faith that the failure to make a Recommendation Change would be inconsistent with their respective duties to the holders of Partnership Units under applicable Law, as modified by the Partnership Agreement. Notwithstanding the foregoing, (x) no such Recommendation Change shall be made other than in response to (1) a Superior Proposal that did not result from a breach of this Section 5.5 or (2) an Intervening Event and (y) neither the General Partner Board nor the Partnership Conflicts Committee, as the case may be, shall be entitled to exercise its right to make a Recommendation Change pursuant to this Section 5.5(b) unless:
(i) the General Partner Board or the Partnership Conflicts Committee (as the case may be) has provided prior written notice to Parent specifying in reasonable detail the reasons for making a Recommendation Change (including, in the case of a Superior Proposal, the material terms of such Superior Proposal, the identity of the Person making such Superior Proposal, and complete copies of any written proposal or offer (including proposed agreements), and in the case of an Intervening Event, a reasonably detailed description of such Intervening Event) at least four days in advance of its intention to take action with respect to a Recommendation Change, unless at the time such notice is required to be given there are less than four days prior to the Partnership Unitholder Meeting, in which case, the General Partner Board or the Partnership Conflicts Committee (as the case may be) shall provide as much notice as is reasonably practicable (the period inclusive of all such days, the “Partnership Notice Period”); and
(ii) during the Partnership Notice Period, the General Partner Board and/or the Partnership Conflicts Committee (as the case may be) has (A) negotiated with Parent and the Parent Conflicts Committee in good faith (to the extent Parent and the Parent Conflicts...
Recommendation Change. Each Stockholder acknowledges and agrees that, except as set forth above, during the term of this Agreement, the obligations of each Stockholder specified in this Section 1 shall not be effected by any withdrawal, qualification or modification of the recommendation by the Company or its board of directors relating to the Transaction.
Recommendation Change. The Stockholder acknowledges and agrees that, during the term of this Voting Agreement, except as otherwise provided in Section 3(a)(i), the obligations of the Stockholder specified in this Section 3 shall not be affected by any withdrawal, qualification or modification of the recommendation by Company or its board of directors (or any committee thereof) relating to the Merger, any other Change in Recommendation, or any breach of the Merger Agreement by the Company.
Recommendation Change. As described above, and subject to the provisions described below, the ▇▇▇▇ Board has determined to recommend that the stockholders of ▇▇▇▇ accept the Offer and tender their Shares to Purchaser in the Offer. The foregoing recommendation is referred to herein as the “Company Board Recommendation.” The ▇▇▇▇ Board also agreed to include the Company Board Recommendation with respect to the Offer in the Schedule 14D-9 and has permitted Parent to refer to such recommendation in this Offer to Purchase and documents related to the Offer. Except as described below, prior to the Effective Time or the termination of the Merger Agreement pursuant to its terms, neither the ▇▇▇▇ Board nor any committee thereof may:
Recommendation Change. (a) Notwithstanding Section 3.1 of this Agreement, in the event of a Parent Adverse Recommendation Change made in compliance with the Merger Agreement (including Section 4.5(d) thereof), the obligations of the Specified Stockholder set forth in this Agreement, including the obligation of the Specified Stockholder to vote the Subject Securities as to which the Specified Stockholder control the right to vote in the manner set forth in Section 3.1 of this Agreement, shall terminate and no longer be of any force and effect.
Recommendation Change. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Shareholder Approval:
(i) the Company Board (or a committee thereof) may effect a Recommendation Change pursuant to clause (A), (C) or (E) of Section 6.1(c)(i) only in response to any material event or development or material change in circumstances with respect to the Company and its Subsidiaries, taken as a whole, that was (A) not actually known to, or reasonably foreseeable to, the Company Board as of the date of this Agreement (or if known or reasonably foreseeable to the Company Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement), which became known to the Company Board after the date of this Agreement but prior to the Company Shareholder Approval; and (B) does not relate to (a) any Alternative Acquisition Proposal; (b) the mere fact, in and of itself, that the Company meets or exceeds any internal or published or third-party projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of this Agreement, or changes after the date hereof in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in this clause (b) may be considered and taken into account); or (c) any change resulting primarily from a breach of this Agreement by the Company or any of its Subsidiaries (each such event, an “Intervening Event”), if the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable Law and if and only if:
(1) the Company has provided prior written notice to Parent at least four Business Days in advance (an “Intervening Event Notice Period”) to the effect that the Company Board (or a committee thereof) (A) so determined; and (B) resolved to effect a Recommendation Change pursuant to this Section 6.1(d)(i), which notice will specify the applicable Intervening Event in reasonable detail and the rationale for the Recommendation Change; and
(2) prior to effecting such Recommendation Change, the Company and its Representatives, during such Intervening Event Notice Period, must have (A) neg...
Recommendation Change. The Company shall, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal, and shall promptly request that each Third Party return or destroy all confidential information furnished to it. Without limiting the generality of the foregoing, it is understood that any violation of the restrictions contained in this Section 7.03 by any Representative of the Company shall be deemed to be a breach of this Agreement by the Company.
Recommendation Change. Buyer, upon written notice to Seller, if (i) the Board has effected a Recommendation Change in response to a Superior Proposal; or (ii) the Board fails to reconfirm its recommendation of this Agreement and the transactions contemplated hereby within five (5) Business Days after Buyer requests in writing the Board do so; or
Recommendation Change. A Recommendation Change shall have occurred and not been withdrawn; provided, however, that Parent may only terminate the Agreement pursuant to this Section 7.4(a) prior to the conclusion of the Partnership Unitholder Meeting at which a vote of the Holders of the Partnership Common Units is taken in accordance with this Agreement.