Adverse Recommendation Notice definition

Adverse Recommendation Notice shall have the meaning ascribed to such term in Section 6.6(b) hereof.
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Adverse Recommendation Notice has the meaning specified in Section 6.2(c).
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Adverse Recommendation Notice. Section 5.2(c) “Agreement” Introduction “Appraisal Rights” Section 2.3(a) “Alternative Proposal” Section 5.2(g) “Balance Sheet Date” Section 3.8 “Benefit Plans” Section 3.11(a)
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Examples of Adverse Recommendation Notice in a sentence

  • Any material changes to the financial terms or any material change to other material terms of such Superior Proposal occurring prior to the Company Board’s effecting a Company Adverse Recommendation Change pursuant to this Section 6.1(b) shall require the Company to provide to the Parent a new Adverse Recommendation Notice and a new Notice Period and to comply with the requirements of this Section 6.1(b) with respect to each such Adverse Recommendation Notice.

  • In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Board of Directors of the Company shall take into account any changes to the terms of this Agreement proposed by Parent (in response to a Company Adverse Recommendation Notice or otherwise) in determining whether such third party Takeover Proposal still constitutes a Superior Proposal.

  • In determining whether to make a Change in Company Recommendation in response to a Superior Proposal, the Company Board shall take into account any such changes to the terms of this Agreement proposed by Parent (in response to an Adverse Recommendation Notice or otherwise) in determining whether such third party Acquisition Proposal still constitutes a Superior Proposal.

  • In determining whether to make a Change of Recommendation in response to a Superior Proposal, the Company Board shall take into account any changes to the terms of this Agreement proposed by Parent (in response to an Adverse Recommendation Notice or otherwise) in determining whether such third party Acquisition Proposal still constitutes a Superior Proposal.

  • Notwithstanding the foregoing, to the extent that an Adverse Recommendation Notice is received on a Saturday, Sunday or holiday, then such 72-hour period shall expire no earlier than 12:00 noon (Eastern Time) on the second business day immediately thereafter.

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  • In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Board of Managers of the Company shall take into account (i) any changes to the terms of this Agreement proposed by Parent in writing (in response to a Company Adverse Recommendation Notice or otherwise) and (ii) the amount of the Termination Fee payable to Parent hereunder in determining whether such third party Takeover Proposal still constitutes a Superior Proposal.

  • In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Company Board shall take into account any changes to the terms of this Agreement proposed by Parent (in response to an Adverse Recommendation Notice or otherwise) in determining whether such third party Acquisition Proposal still constitutes a Superior Proposal.

  • In this Opinion the Supreme Court of Cassation held that enforcement proceedings concerning the payment of all work-related pecuniary claims, which have been established by final court judgments, shall not be stayed even where the debtor is being restructured as part of the privatisation process.RIĐIĆ v.

  • Any amendment to the financial terms or any other material amendment of such Superior Proposal shall require a new Company Adverse Recommendation Notice and the Company shall be required to comply again with the requirements of this Section 5.4(f).


More Definitions of Adverse Recommendation Notice

Adverse Recommendation Notice. Section 5.2(c) “Agreement” Introduction “Appointment Time” Section 1.3(a) “Appraisal Rights” Section 2.3(a) “Alternative Proposal” Section 5.2(g) “Approved Company Compensation Arrangement” Section 3.25 “Balance Sheet Date” Section 3.8 “Benefit Plans” Section 3.11(a) “Certificate of Merger” Section 1.5 “Certificates” Section 2.2(b) “Change of Company Recommendation” Section 5.2(c) “Closing” Section 1.6 “Closing Date” Section 1.6 “Code” Section 2.2(e) “Common Stock” Section 3.2(a) “Company” Introduction
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Adverse Recommendation Notice. Section 5.7.2 “Agreement” Preamble
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Adverse Recommendation Notice means a written notice from the Company advising Parent that the Company Board has received a Superior Proposal which it intends to accept or recommend or advising Parent that it intends to make a Change in Company Recommendation, specifying the material terms and conditions of such Superior Proposal and the other information required by Section 7.2(a); provided, however, any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new Adverse Recommendation Notice and a new three (3) Business Day period.
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Adverse Recommendation Notice means a written notice from C-COR advising ARRIS that the Board of Directors of C-COR has received a Superior Proposal that it intends to accept or recommend or advising ARRIS that it intends to make a Change in C-COR Recommendation, specifying the material terms and conditions of such Superior Proposal and the other information required by Section 6.2(a); provided, however, any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new Adverse Recommendation Notice and a new three business day period pursuant to Section 6.2(b) hereof.
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Adverse Recommendation Notice shall have the meaning set forth in Section 5.4(c).
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Adverse Recommendation Notice. Period”), promptly of its intention to effect a Company Adverse Recommendation Change or terminate this Agreement and to enter into a binding written agreement concerning a Superior Proposal, attaching the most current version of all relevant proposed transaction agreements and other material documents (and a description of all material terms and conditions thereof (including the identity of the party making such Superior Proposal and in the case of a Superior Proposal that includes non-cash consideration the value or range of values attributed by the board of directors of the Company and/or its Subsidiaries in good faith after consultation with its financial advisor)); (2) the Company and/or its Subsidiaries causes its outside counsel and financial advisor to, during the Adverse Recommendation Notice Period, negotiate with Parent in good faith (to the extend Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; and (3) Parent does not make, within five business days of receipt of such written notification, an offer that the board of directors of the Company and/or its Subsidiaries determines in good faith, after consultation with its financial advisor is at least as favorable to the applicable securityholders as such Superior Proposal. In the event of any material revisions to the applicable Superior Proposal, the Company and/or its Subsidiaries shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.4(c) with respect to such new written notice (to the extent so required).
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Related to Adverse Recommendation Notice

  • 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).

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

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

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

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

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

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

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

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

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

  • Company Notice means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days

  • ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;

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

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Publication Notice means the summary notice of proposed Settlement and hearing for publication substantially in the form attached as Exhibit 3 to Exhibit A.

  • FOIA Notice means a decision notice, enforcement notice and/or an information notice;

  • CFIUS Notice means a joint voluntary notice with respect to the transactions contemplated by this Agreement prepared by the parties and submitted to CFIUS in accordance with the requirements of the DPA.

  • Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.