Recommendation of Board of Directors. Except to the extent required by fiduciary duty under applicable law, the Board of Directors of Intellicell shall not modify its action taken on or prior to the date of this Agreement approving the Merger and recommending approval of the Merger by the Intellicell Stockholders, except that no such recommendation shall be required if Intellicell terminates this Agreement due to CWI's breach of any of its covenants under this Agreement or CWI's failure to satisfy any condition precedent for the benefit of Intellicell by no later than October 30, 1999.
Recommendation of Board of Directors. (i) The Board of Directors shall recommend that its shareholders vote in favor of the elimination of the Exchange Cap at the Company Shareholders’ Meeting.
(ii) The Proxy Statement shall include a statement to the effect that the Board of Directors has recommended that the Company’s shareholders vote in favor of the elimination of the Exchange Cap.
(iii) Neither the Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Purchaser 1, the recommendation of the Board of Directors that the Company’s shareholders vote in favor of the elimination of the Exchange Cap.
Recommendation of Board of Directors. Subject to the right of United and its Board of Directors to take any action permitted by Section 4.4(b) with respect to a Superior Proposal (as defined in Section 4.4(b)), United, through its Board of Directors, shall recommend to the shareholders of United that they vote their shares at the shareholders’ meeting contemplated by Section 4.3(a) above to approve the Plan of Merger (the “Approval Recommendation”) and the Proxy Statement/Prospectus (as defined in Section 6.1(b)) will so indicate and state that United’s Board of Directors considers the Merger to be advisable and in the best interests of United and its shareholders.
Recommendation of Board of Directors. Subject to the right of Integrity and its Board of Directors to take any action permitted by Section 4.4(b) with respect to a Superior Proposal (as defined in Section 4.4(b)), Integrity, through its Board of Directors, shall recommend to the shareholders of Integrity that they vote their shares at the shareholders’ meeting contemplated by Section 4.3(a) above to approve the Plan of Merger (the “Approval Recommendation”) and the Joint Proxy Statement/Prospectus (as defined in Section 6.1(b)) will so indicate and state that Integrity’s Board of Directors considers the Merger to be advisable and in the best interests of Integrity and its shareholders.
Recommendation of Board of Directors. Subject to its fiduciary obligations, the Board of Directors of FNB, shall recommend to the shareholders of FNB that they vote their shares at the shareholders’ meeting contemplated by Section 5.8(a) above to approve the issuance of shares of FNB Stock in the Merger, the amendment of the Articles of Incorporation and the Plan of Merger and the Joint Proxy Statement/Prospectus (as defined in Section 6.1(b)) will so indicate and state that FNB’s Board of Directors considers the Merger to be advisable and in the best interests of FNB and its shareholders.
Recommendation of Board of Directors. Subject to its fiduciary obligations, the Board of Directors of Centennial shall recommend to the shareholders of Centennial that they vote their shares at the shareholders' meeting contemplated by Section 4.3(a) above to approve this Agreement and Plan of Merger and the Proxy Statement/Prospectus (as defined in Section 6.1(b) will so indicate and state that Centennial's Board of Directors considers the Merger to be advisable and in the best interests of Centennial and its shareholders.
Recommendation of Board of Directors. Subject to its fiduciary obligations, the Board of Directors of Crescent Financial shall recommend to the shareholders of Crescent Financial that they vote their shares at the shareholders' meeting contemplated by Section 5.8(a) above to approve this Agreement and the Proxy Statement/Prospectus (as defined in Section 6.1(b)) will so indicate and state that Crescent Financial's Board of Directors considers the Merger to be advisable and in the best interests of Crescent Financial and its shareholders.
Recommendation of Board of Directors. The Boards of Directors of Seller and Seller's Affiliates shall not modify any action taken on or prior to the date of this Agreement approving the transactions contemplated hereby and recommending approval of the transactions contemplated hereby by its shareholders.
Recommendation of Board of Directors. Subject to its fiduciary obligations, the board of directors of PSB shall recommend to the shareholders of PSB that they vote their shares at the shareholders’ meeting contemplated by Section 4.3(a) above to approve the Plan of Merger.
Recommendation of Board of Directors. Except in the circumstances described in Section 4.3 above, the board of directors of PARA shall recommend to the shareholders of PARA that they vote their shares at the shareholders’ meeting contemplated by Section 4.4(a) above to approve the Agreement (the “Approval Recommendation”).
