Reasons for the Recommendation Sample Clauses

Reasons for the Recommendation. In approving the Acquisition Agreement and the transactions contemplated thereby, including the Offer, and recommending that all holders of Shares accept the Offer and tender their Shares pursuant to the Offer, the Board of Directors considered a number of factors including, but not limited to the following: - The historical market prices, price to earnings ratios and other multiples, recent trading activity and trading range of Smallworld's ADSs, including the fact that the Offer Price represents (i) a premium of approximately 125% over the $8.875 closing price of Smallworld's ADSs on the Nasdaq National Market on August 16, 2000 and a premium of approximately 102% to the average price of the ADSs on the Nasdaq National Market for the 20 trading days ending on August 16, 2000. - The presentation to the Board of Directors on August 16, 2000 by Deutsche Bank Securities Inc. ("Deutsche Bank"), Smallworld's financial advisor, and the oral opinion of Deutsche Bank (subsequently confirmed in writing) that, as of the date of the opinion and based upon and subject to the various matters set forth therein, the consideration to be received by the holders of Smallworld Shares pursuant to the Offer is fair from a financial point of view. The full text of the written opinion dated August 16, 2000, which sets forth the matters considered, assumptions made, procedures followed and scope of the review undertaken is attached to this Statement and is filed as EXHIBIT 9 hereto and is incorporated by reference. Holders of Smallworld's Shares are urged to read such opinion carefully in its entirety. - The business, assets, financial condition, operating results and prospects of Smallworld. - The terms and conditions of the Acquisition Agreement, including: -- the parties' representations, warranties and covenants, the conditions to their respective obligations and the provision for payment of all cash with no financing condition; and -- Smallworld's ability, if required by the Board of Directors' fiduciary duties, to provide information to and negotiate with third parties and to terminate the Acquisition Agreement upon the payment of a termination fee, and the Board of Directors' business judgment that these provisions would not significantly deter a more attractive offer from a bona fide bidder for Smallworld. - The arms-length negotiations between Smallworld and GE that resulted in the $20.00 per Share price. - The fact that certain key employees would be entering into Serv...

Reasons for the Recommendation. The reasons for the recommendation stated in this Item 4 are set forth under "Special Factors -- Recommendation of the Special Committee and the Board; Fairness of the Offer and Merger" in the Offer to Purchase, which is incorporated herein by reference. The Special Committee took into account presentations from The Blackstone Group L.P. ("Blackstone") and the opinion of Blackstone, dated as of June 10, 2003, included as Annex A to this Schedule 14D-9, that, based upon and subject to certain important assumptions, limitations and qualifications, the consideration to be received by holders of Shares (other than Purchaser, Xx. Xxxxxxx and their affiliates) in exchange for each of their Shares pursuant to the Offer and Merger is fair from a financial point of view to such holders.

Reasons for the Recommendation. In reaching its determination to approve the Offer and the Merger and to recommend that the Company's stockholders tender their Shares pursuant to the Offer, the Board considered a number of factors, including the following: (i) the terms and conditions of the Offer and the proposed Merger Agreement, including the amount and form of consideration being offered to the Company's stockholders; (ii) the $12.75 per Share tender offer price represents a premium of approximately 31% over the closing sale price per share on the NASDAQ National Market ("Nasdaq") on July 23, 1999, the last trading day prior to the Board Meeting; (iii) historical market prices and trading volume of the Shares, including that the trading price of the Shares has not traded above the $12.75 per Share tender offer price since the Shares have become publicly traded, and historical and projected earnings; (iv) market prices and financial data related to companies engaged in similar businesses to the Company and prices and premiums paid in recent acquisitions (both friendly and hostile) of other similar companies; (v) the Company's historical and recent operating results, its financial condition, its borrowing and financing capacity and the Board's and management's evaluation of the Company's properties, assets and prospects; (vi) the absence of any term or condition which in the Board's view was unduly onerous or could materially impair the consummation of the Offer or the Merger; (vii) the ability of the Purchaser to complete the Offer and the Merger in a timely manner; (viii) the fact that the Merger Agreement, if approved and executed, would not preclude the Company from (A) providing information (subject to a confidentiality agreement) to, or participating in discussions and negotiating with, a person from whom the Board receives a bona fide unsolicited takeover proposal if the Board determines in good faith (after consulting and receiving advice from the Company's independent financial advisor and independent legal counsel) that such proposal is more favorable from a financial point of view to holders of Shares and the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in order for the Board to comply with its fiduciary duties to the Company's stockholders under applicable law (provided that no such proposal shall be deemed superior if any financing required is not committed and such commitment is not likely to be obta...

Reasons for the Recommendation. In evaluating the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and recommending that the holders of Shares accept the Offer and tender their Shares in the Offer, the Company Board considered numerous factors in consultation with the Company’s senior management, outside legal counsel and financial advisors, including the following material factors, each of which the Company Board believes supported its determinations:

Reasons for the Recommendation. In making the determination and recommendation described above with respect to the Merger Agreement and the Merger the Board carefully considered a number of factors, including, without limitation, the following: -- the terms and conditions of the Merger Agreement; -- the financial condition, results of operations, business and prospects of GlobalNet; -- the trading history of the Shares since GlobalNet's public offering in December, 1999, and a comparison of that trading history with the stock trading histories of other companies in the electronic financial information and services industry and stock market indices that were deemed relevant; -- a comparison of the financial terms of the Merger with the financial terms of certain other transactions in the electronic financial information and services industry that were deemed relevant; -- the current and prospective conditions and trends in the business sectors in which GlobalNet competes and anticipated effects of those conditions and trends on GlobalNet and its stockholders; -- the likelihood of the consummation of the Merger and the conditions to the consummation of the Merger; -- the tax impact on GlobalNet's stockholders from their exchange of Shares pursuant to the Merger; -- the availability of, and the comparative risks and benefits to GlobalNet's stockholders from, pursuing, other strategic alternatives to maximize stockholder value; -- the fact that the Merger Agreement, although prohibiting GlobalNet from soliciting or engaging in negotiations concerning any Acquisition Proposal, permits GlobalNet to furnish information concerning its business and enter into discussions or negotiations with any third party in response to a written Superior Proposal, as that term is defined in the Merger Agreement;

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Company Board Recommendation (a) Subject to the terms of Section 6.3(b) and Section 6.3(c), the Company Board shall recommend that the holders of Company Shares accept the Offer, tender their Company Shares to Acquisition Sub pursuant to the Offer and, if required by the applicable provisions of Delaware Law, adopt this Agreement (the “Company Board Recommendation”). (b) Neither the Company Board nor any committee thereof shall (i) fail to make the Company Board Recommendation to the holders of the Company Shares, (ii) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal (it being understood that, only with respect to a tender offer or exchange offer, taking a neutral position or no position (other than in a communication made in compliance with Rule 14d-9(f) promulgated under the Exchange Act) with respect to any Acquisition Proposal shall be considered a breach of this clause (iii)), or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (i) through (iv) being referred to herein as an “Company Board Recommendation Change”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if, at any time prior to the Appointment Time, the Company Board receives a Superior Proposal or there occurs an Intervening Event, the Company Board may effect a Company Board Recommendation Change provided that (i) the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law, and in the case of a Superior Proposal, the Company Board approves or recommends such Superior Proposal; (ii) the Company has notified Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons, including the material terms and conditions of any such Superior Proposal and a copy of the final form of any related agreements or a description in reasonable detail of such Intervening Event, as the case may be, for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (iii) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of such Recommendation Change Notice; and (iv) if Parent shall have delivered to the Company a written proposal capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of such proposal by Parent, that a Company Board Recommendation Change is still necessary in light of such Superior Proposal or Intervening Event in order to comply with its fiduciary duties to the Company Stockholders under applicable Delaware Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new Superior Proposal for purposes of this Section 6.3. The Company shall keep confidential any proposals made by Parent to revise the terms of this Agreement, other than in the event of any amendment to this Agreement and to the extent required to be disclosed in any Company SEC Reports. (c) Nothing in this Agreement shall prohibit the Company Board from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, and (ii) making any disclosure to the Company Stockholders that the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law; provided, however, that in no event shall this Section 6.3(c) affect the obligations of the Company set forth in Sections 6.2 and 6.3; and provided, further, that any such disclosure will be deemed to be a Company Board Recommendation Change unless the Board of Directors publicly reaffirms the Company Board Recommendation within five Business Days of such disclosure.
Board Recommendation The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.
Conclusions and Recommendations Based on our country-by-country analysis, 197 of the AEWA populations are already well-monitored both for population size and trend. Our prioritisation method allowed focusing on the AEWA conservation and management priorities (Priorities 1-2) and to consider cost effectiveness and feasibility (Priorities 3-6). Theoretically, the two- third target of the AEWA Strategic Plan can be just attained by focusing on the development of monitoring activities for Priority 1-5 populations (i.e. leaving out the 168 more widespread Priority 6 populations that would require more species-specific monitoring methods. Most of the Priority 1-5 populations would require improvement of the IWC though regional schemes focusing on the West Asian / East African flyway with possibly three subregional components in the Central Asia, Arabia and Eastern and Southern Africa. In the latter region, improvements in Tanzania and Mozambique are particularly important. In the Black Sea - Mediterranean - Sahelian flyway the focus should be primarily on the Sahel countries and especially on increasing the consistency of annual counts. The quality of monitoring is already better in the Black Sea and Mediterranean regions. In the East Atlantic, the ongoing capacity-building activities should continue and the consistency and representativity of site coverage should be further strengthened in most countries. Angola would require a major capacity improvement but primarily for the intra-African migrants on inland wetlands. It is also clear that the targets of the AEWA Strategic Plan cannot be achieved without complementing the IWC with periodic aerial surveys both in Western Africa as well as in Eastern and Southern Africa, by setting up a periodic offshore waterbird monitoring scheme in the Caspian Sea and by focusing in each country on a relatively small number of breeding bird species strategically selected in this report.
Recommendation The most appropriate course of action or option that the probation officer and department recommend or present to the juvenile court as a dispositional option for a juvenile offender that, in the professional judgment of the probation officer, is in the best interest of the juvenile and society in the professional judgment of the probation officer.
Change of Recommendation Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.
Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.
JOINT SETTLEMENT RECOMMENDATION 2. Staff conducted an investigation of the Respondent’s activities. The investigation disclosed that the Respondent had engaged in activity for which the Respondent could be penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No. 1. 3. Staff and the Respondent recommend settlement of the matters disclosed by the investigation in accordance with the terms and conditions set out below. The Respondent agrees to the settlement on the basis of the facts set out in Part IV herein and consents to the making of an Order in the form attached as Schedule “A”. 4. Staff and the Respondent agree that the terms of this Settlement Agreement, including the attached Schedule “A”, will be released to the public only if and when the Settlement Agreement is accepted by the Hearing Panel.
Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.
Removal from any Boards and Positions Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Board and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Company or an Affiliate, (ii) from each position with the Company and any Affiliate, including as an officer of the Company or an Affiliate and (iii) as a fiduciary of any employee benefit plan of the Company and any Affiliate.
Record Dates for Action by Holders If the Issuers shall solicit from the Holders of Debt Securities of any series any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Issuers may, at their option, by resolution of their respective Boards of Directors, fix in advance a record date for the determination of Holders of Debt Securities entitled to take such action, but the Issuers shall have no obligation to do so. Any such record date shall be fixed at the Issuers’ discretion. If such a record date is fixed, such action may be sought or given before or after the record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debt Securities of such series Outstanding shall be computed as of such record date.

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