Board Recommendation Change definition

Board Recommendation Change means either of the following, as the context may indicate: (i) any withholding, withdrawal, amendment, qualification or modification by the Company Board (or any committee of the Company Board (a “Committee”)) (or public proposal to do so) in a manner adverse to Parent or Merger Sub, of the Company Board Recommendation or (ii) the Company, the Company Board or a Committee approving, recommending, endorsing, resolving or publicly proposing to approve, recommend or endorse an Acquisition Proposal or recommending against the approval of the Agreement.
Sample 1
Board Recommendation Change means either of the following, as the context may indicate: (i) any failure by the Company Board (or any committee of the Company Board) (a “Committee”) to make, or any withdrawal, qualification or modification in a manner adverse to Parent of, the Company Board Recommendation, including without limitation the Company’s failure to include in the Proxy Statement when mailed the Company Board Recommendation in accordance with Section 7.3(a)(ii) or (ii) the Company or the Company Board or a Committee approving, recommending, endorsing or resolving to approve, recommend or endorse an Acquisition Proposal or recommending against the approval of the Agreement.
Sample 1
Board Recommendation Change has the meaning set forth in Section 8.4(e)(v).
Sample 1

Examples of Board Recommendation Change in a sentence

  • As of the date of this Agreement, the Board Recommendation has not been withdrawn, amended, rescinded or modified in any way and no Board Recommendation Change is in effect.

  • Furthermore, nothing in this Section 8.3 requires a Party to consult with or obtain any approval from the other Parties with respect to a public announcement or press release issued in connection with (i) in the case of the Company, the receipt and existence of an Acquisition Proposal and matters related thereto or a Board Recommendation Change, as applicable, in compliance with Section 8.3 or (ii) enforcing its rights and remedies under this Agreement.


More Definitions of Board Recommendation Change

Board Recommendation Change means either of the following, as the context may indicate: (i) any failure by the Board of Directors of the Company (or any committee) to make, or any withdrawal or modification in a manner adverse to Parent of, the existing recommendation of the Board of Directors to the Company’s stockholders to accept the Offer, tender their Shares to Purchaser in the Offer, and, if required by Pennsylvania law, adopt the Merger Agreement and approve the Merger; or (ii) the Board of Directors of the Company (or any committee) approving, recommending, endorsing or resolving to approve, recommend or endorse an Acquisition Proposal or recommending against the adoption of the Merger Agreement by the stockholders of the Company. An “Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement, any proposal or offer, whether in writing or otherwise, from any third party to acquire beneficial ownership (as determined under Rule 13d-3 of the Exchange Act) of all or more than twenty percent (20%) of the assets of the Company, or twenty percent (20%) or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such third party to acquire beneficial ownership of more than twenty percent (20%) of the assets of the Company, taken as a whole, or twenty percent (20%) or more of any class of equity securities of the Company. A “Superior Proposal” means any bona fide written proposal not solicited or initiated in material violation of the Merger Agreement that (x) relates to an acquisition by a person or group acting in concert of either (A) more than fifty percent (50%) of the Company’s capital stock pursuant to a tender offer, merger or otherwise or (B) more than fifty percent (50%) of the assets used in the conduct of the business of the Company, (y) the Company Board determines in its good faith judgment (after consultation with outside legal counsel and financial advisors) would, if consummated, result in a transaction that is (A) more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement (including the Offer and the Merger), taking into account all relevant factors (including all the terms and conditions of such proposal and the Offer and the Merger Agreem...
Sample 1
Board Recommendation Change means either of the following, as the context may indicate: (i) any failure by the Company Board or any committee of the Company Board (a “Committee”) to make, or any withdrawal or modification in a manner adverse to Parent of, the Company Board Recommendation (or any public proposal or resolution to do so); (ii) the Company Board or a Committee approving, recommending, endorsing or resolving to approve, recommend or endorse an Acquisition Proposal or recommending against the adoption of this Agreement by the stockholders of the Company; (iii) any failure to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within 10 EXECUTION COPY Business Days after the commencement of such Acquisition Proposal; or (iv) any failure to include the Company Board Recommendation in the Proxy Statement.
Sample 1

Related to Board Recommendation Change

  • 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).

  • Adverse Recommendation Change has the meaning set forth in Section 6.2(b).

  • 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;

  • 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.

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).

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

  • Parent Board means the board of directors of Parent.

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

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

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