Common use of Change in Recommendation Clause in Contracts

Change in Recommendation. By Sky, upon written notice to Belmont, if (i) in connection with the presentation of this Agreement to Belmont’s shareholders as contemplated by Section 7.01(a), the Belmont Board shall have failed to make the Belmont Recommendation; or withdrawn, modified or qualified (or proposed to withdraw, modify or qualify) in any manner adverse to Sky, the Belmont Recommendation; or taken any other action or made any other statement in connection with the Belmont Meeting inconsistent with the Belmont Recommendation (any such action in this clause (i), a “Change in Recommendation”), whether or not permitted by the terms of this Agreement, (ii) materially breached its obligations under this Agreement by reason of a failure to call the Belmont Meeting in accordance with Section 6.02 or the failure to prepare and mail to its shareholders the Proxy Statement/Prospectus in accordance with Section 6.02 or (iii) the Belmont Board takes the actions described in Section 6.06(c).