Withdrawal of Recommendation. The Company Board shall not have either (i) withdrawn any recommendation made by it that the Company Shareholders approve the Arrangement Resolution or modified, changed or qualified any such recommendation in a manner that has substantially the same effect or issued a recommendation that the Company Shareholders not vote in favour of the Arrangement Resolution or (ii) failed to reaffirm support of the Arrangement within five Business Days following an announcement made by a third party in respect of any Acquisition Proposal.
Withdrawal of Recommendation. By Nortel Networks, if the Board of Directors of the Company, prior to the Company Meeting, (A) shall withdraw or modify in any adverse manner its recommendation of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement (whether or not such withdrawal or modification is permitted by Section 6.06(c)), or (B) shall resolve to do so.
Withdrawal of Recommendation. The Special Committee shall not have withdrawn or rescinded its recommendation that the shareholders vote in favor of this Agreement and the Merger.
Withdrawal of Recommendation. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Xxxxxx Board if the Total Board, whether or not permitted to do so by this Agreement, shall have withdrawn or adversely modified its approval, or recommendation of this Agreement or the Merger, or shall have failed to call the Total Stockholders Meeting or to solicit proxies from its stockholders in connection therewith.
Withdrawal of Recommendation. By Buyer, if the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Buyer or Xxxxxx its approval or recommendation of this Agreement or the Merger, or the Board of Directors of the Company, upon request by Buyer, shall fail to reaffirm such approval or recommendation, or shall have resolved to do any of the foregoing.
Withdrawal of Recommendation. The Company Special Committee and the Board of Directors shall not have withdrawn or rescinded their respective recommendations, referred to in Section 3.03(b), that the shareholders vote in favor of this Agreement and the Merger.
Withdrawal of Recommendation. (i) By Parent, if at any time after the date hereof and prior to the Company Meeting, (A) the Company, or its Board of Directors, as the case may be, shall have (1) entered into any written letter of intent, written agreement in principle, written acquisition or written merger agreement or other written agreement with respect to any Superior Proposal (other than a confidentiality agreement contemplated by Section 6.06), (2) amended, conditioned, qualified, withdrawn or modified, or if the Company Board shall have proposed to do so, in a manner adverse to Parent, its approval and recommendation of the Merger and this Agreement, or (3) approved or recommended, or if the Company Board shall have proposed to approve or recommend, any Superior Proposal other, or (B) the Company or the Company's Board of Directors or any committee thereof shall have resolved to do any of the foregoing;
(ii) By the Company, if (A) after consultation with legal counsel, in the exercise of the Company Board's good faith judgment as to fiduciary duties to the Company's shareholders, the Company Board determines that such termination is required by applicable Law as a result of a Superior Proposal being made and (B) after written notice is given to Parent of the intent to accept a Superior Proposal, Parent has not communicated in writing, within five (5) Business Days after receipt of such notice, a proposal that, in the good faith judgment of the Company Board, matches or is more favorable than the third-party Superior Proposal from a financial point of view.
Withdrawal of Recommendation. 63 10.4 Termination By Harris.........................................63 10.4.0
Withdrawal of Recommendation. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Total Board if the Harris Board, whether or not permitted to do so by this Agreement, sxxxx xave withdrawn or adversely modified its approval, or recommendation of this Agreement or the Merger, or shall have failed to call the Harris Stockholders Meeting or to solicit proxies from its stockxxxxxxs in connection therewith.
Withdrawal of Recommendation. This Agreement may be terminated by First Banks, if (i) Coast’s board of directors shall have withdrawn, modified, or changed its recommendation to its shareholders with respect to approval of this Agreement or the Merger in a manner adverse to the Merger, (ii) Coast enters into a definitive agreement with any party other than First Banks or its affiliates in respect of any Acquisition Proposal, or Coast’s board of directors shall have approved or recommended any proposal other than by First Banks in respect of an Acquisition Proposal, (iii) the Coast board of directors or any committee thereof resolves to take any of the actions described in Sections 7.08(i) or (ii) of this Agreement, (iv) Coast shall have materially violated or breached any of its obligations under Section 4.15 of this Agreement.
