Adverse Change Recommendation definition

Adverse Change Recommendation is defined in Section 5.4(a) of the Agreement.
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Adverse Change Recommendation is defined in Section 1.2(b)(i) of the Agreement.
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Adverse Change Recommendation is defined in Section 5.4(a) of the Agreement. “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. “Agreement” shall mean the Agreement and Plan of Merger to which this Exhibit A is attached, as it may be amended from time to time. “Antitrust Laws” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all applicable foreign anti-trust laws and all other applicable Law and Orders issued by a Governmental Body that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. “Balance Sheet” is defined in Section 3.6 of the Agreement. “Book Entry Share” is defined in Section 2.6(a) of the Agreement. “Burdensome Condition” is defined in Section 6.1(e) of the Agreement. “business day” shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act. “Certificate” is defined in Section 2.6(a) of the Agreement. “Change of Recommendation Notice” is defined in Section 5.4(b) of the Agreement. “Closing” is defined in Section 2.3 of the Agreement. “Closing Date” is defined in Section 2.3 of the Agreement. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Company” is defined in the preamble to the Agreement. “Company Acquisition Agreement” is defined in Section 5.3(a) of the Agreement. “Company Associate” means any current or former director, officer, employee, independent contractor or other service provider of the Company or any Company Subsidiary. “Company Board Recommendation” is defined in Section 1.2(a) of the Agreement.
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Examples of Adverse Change Recommendation in a sentence

  • Unless the Company’s Board of Directors has made a Company Adverse Change Recommendation, the Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments.

  • The obligations of the Company in this Section 1.2(a) shall not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to do so.

  • Except from and after a Company Adverse Change Recommendation, Parent and Purchaser shall promptly furnish or otherwise make available to Company or its legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a).

  • If the Board of Directors of the Company makes an Adverse Change Recommendation, it will not alter the obligation of the Company to submit this Agreement to the holders of Shares at the Stockholders’ Meeting to consider and vote upon the approval of this Agreement, unless this Agreement shall have been terminated in accordance with its terms prior to the Stockholders’ Meeting.

  • Issuance of any “stop, look and listen” communication by or on behalf of the Company pursuant to Rule 14d-9(f) shall not be considered a Company Adverse Change Recommendation and shall not require the giving of a Determination Notice or compliance with the procedures set forth in this Section 6.1 to the extent that any such communication expressly reaffirms the Company Board Recommendation.

  • Neither the Company nor its Board of Directors shall be permitted to recommend that the Company stockholders tender any securities in connection with any tender or exchange offer or otherwise approve, endorse or recommend any Acquisition Proposal, unless in each case, in connection therewith, the Company’s Board of Directors effects an Adverse Change Recommendation in accordance with the terms of this Agreement.

  • Notwithstanding anything to the contrary herein, the obligations of the Company in this Section 2.2(b) shall not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to do so.

  • Notwithstanding anything to the contrary herein, the obligations of the Company in this Section 2.2(a) shall not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to do so.

  • Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC (other than any amendment effecting an Adverse Change Recommendation in accordance with this Agreement).

  • Despite the controversies surrounding this jurisdiction, and a few reforms or proposed reforms, the existence of commercial courts has never really been called into question.To understand this jurisdiction, we must consider its organisation, its procedural specificities and its jurisdiction.It is in fact a specialised court of the first degree of the judicial order competent to hear commercial disputes.The commercial court hears claims up to the value of 5,000 euros as a last resort (art.

Related to Adverse Change Recommendation

  • Adverse Recommendation Change has the meaning set forth in Section 6.02(d).

  • Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).

  • Parent Recommendation has the meaning set forth in Section 5.2(b).

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Change of Recommendation has the meaning set forth in Section 6.3(d).

  • Company Recommendation has the meaning set forth in Section 5.3(b).

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Board Recommendation has the meaning ascribed thereto in Section 2.4(2).

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Company Board means the Board of Directors of the Company.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Company Financial Advisor has the meaning set forth in Section 3.10.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.

  • Adverse action means a home or remote state action.

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.

  • Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Company Change of Control means any of the following events:

  • Independent Financial Adviser means an independent financial institution of international repute appointed by the Issuer at its own expense.

  • Superior Proposal has the meaning set forth in Section 5.09(a).