Agnico Change in Recommendation has the meaning set out in Section 7.2(a)(iii)(B).
Agnico Change in Recommendation means, prior to obtaining the Agnico Shareholder Approval:
Change in Recommendation has the meaning set forth in Section 6.02(a).
Parent Board Recommendation has the meaning set forth in Section 5.12(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).
Adverse Recommendation Change has the meaning assigned in Section 5.7(f).
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 Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Company Board means the Board of Directors of the Company.
Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.
Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."
Superior Proposal has the meaning set forth in Section 5.09(a).
Parent Board means the board of directors of Parent.
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.
Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.
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;
Fairness Opinion has the meaning set forth in Section 4.22.
Change in Control Transaction means the occurrence of any of the following events:
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).
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 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.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.
Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
Stockholder Approval has the meaning set forth in Section 4.5.