Common use of Failure to Recommend Clause in Contracts

Failure to Recommend. By First Charter, if the GBC Board shall have (i) failed to recommend in the Proxy Statement the approval and adoption of this Agreement, or (ii) in a manner adverse to First Charter, (A) withdrawn, modified or qualified, or proposed to withdraw, modify or qualify, the recommendation by the GBC Board of this Agreement and/or the Merger to GBC’s shareholders, (B) taken any public action or made any public statement in connection with the meeting of GBC shareholders to be held pursuant to Section 6.3 inconsistent with such recommendation or (C) recommended any Alternative Proposal (or, in the case of clause (ii), resolved to take any such action), whether or not permitted by the terms hereof; or