Adverse Company Recommendation definition

Adverse Company Recommendation has the meaning set forth in Section 5.04(d).
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Adverse Company Recommendation means the Company Board or any committee thereof (including the Special Committee) (i) withdrawing, amending, modifying, or materially qualifying, in a manner adverse to Parent or the Transactions, the Company Board Recommendation; (ii) failing to include the Company Board Recommendation in the Company Proxy Statement that is mailed to the holders of Class A Common Stock or the Schedule 13E-3; (iii) publicly recommending an Acquisition Proposal; (iv) failing to recommend against acceptance of any tender offer or exchange offer for the shares of Class A Common Stock within ten Business Days after the commencement of such offer; (v) failing to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Acquisition Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Acquisition Proposal; (vi) making any public statement inconsistent with the Company Board Recommendation; or (vii) resolving or agreeing to take any of the foregoing actions.
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Adverse Company Recommendation shall have the meaning stated in Section 4.3(d).
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Examples of Adverse Company Recommendation in a sentence

  • Unless the Company Board has effected an Adverse Company Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and, if applicable, any other filing required under Applicable Law.

  • Subject to Section 6.2, the Company’s board of directors shall recommend the adoption of the Agreement at the Company Stockholders Meeting and, unless there has been an Adverse Company Recommendation Change permitted by and in accordance with Section 6.2(d) or Section 6.2(h), shall include the Company Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or advisable on its part to solicit such adoption.

  • Further, pursuant to Sections 8.1 and 8.3 of the Merger Agreement, the Company shall pay Parent a $2.5 million termination fee if the Board effectuates an Adverse Company Recommendation in accordance with Section 6.2 of the Merger Agreement or if another bidder initiates a tender offer to acquire the Company’s stock and the Board either recommends, or fails to recommend a rejection of, the competing tender offer.

  • Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement shall have been terminated prior to the date of the Company Shareholders’ Meeting in accordance with its terms, the obligation of the Company to call, give notice of, convene and hold the Company Shareholders’ Meeting in accordance with this Section 5.3 shall not be affected by the announcement or submission to it of any Acquisition Proposal or by the making of an Adverse Company Recommendation.

  • Subject to Section 6.2, the Company’s board of directors shall recommend the adoption of this Agreement at the Company Stockholders Meeting and, unless there has been an Adverse Company Recommendation Change or a termination of this Agreement permitted by and in accordance with Section 6.2(d) or Section 6.2(h), shall include the Company Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or advisable on its part to solicit such adoption.

  • Subject to Section 6.03, the Company, acting through the Board of Directors of the Company, shall (a) recommend approval and adoption of this Agreement by the Company’s stockholders, (b) use its reasonable best efforts to obtain the Company Stockholder Approval, (c) not effect an Adverse Company Recommendation Change and (d) otherwise comply with all Applicable Law relating to such meeting.

  • Unless the Company Board has effected an Adverse Company Recommendation Change, the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement.

  • Without limiting the generality of the foregoing, and notwithstanding anything in this agreement that may be deemed to be to the contrary, but subject to Section 10.01 hereof, this Agreement shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (A) an Adverse Company Recommendation Change shall have occurred, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors.

  • This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) an Adverse Company Recommendation Change having occurred (the date and time at which the earliest of clause (a), clause (b) and clause (c) occurs being, the “Expiration Date”).

  • Section 6.1 Certain Actions Pending Merger 30 Section 6.2 No Solicitation; No Adverse Company Recommendation 32 Section 6.3 Reasonable Best Efforts 36 Section 6.4 The Merger 38 Section 6.5 Access 38 Section 6.6 Notification of Certain Matters 39 Section 6.7 Public Announcements 39 Section 6.8 Directors’ and Officers’ Indemnification 39 Section 6.9 Stockholder Litigation 41 Section 6.10 Rule 16b-3 42 Section 6.11 Rule 14d-10(d) Exemption 42 Section 6.12 De-Listing; Etc.

Related to Adverse Company Recommendation

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

  • Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d).

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

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

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

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

  • 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 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.

  • Merger Sub Board means the board of directors of Merger Sub.

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

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

  • Parent Board means the board of directors of Parent.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Adverse action means a home or remote state action.

  • 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 Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

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

  • Company Bylaws means the bylaws of the Company, as amended.

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

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.