Buyer Recommendation definition

Buyer Recommendation has the meaning set forth in Section 5.4.
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Buyer Recommendation shall have the meaning set forth in Section 6.1(b)(iii).
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Buyer Recommendation shall have the meaning set forth in Section 6.1(c).
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Examples of Buyer Recommendation in a sentence

  • Buyer’s and Buyer Bank’s board of directors shall have approved this Agreement and the transactions contemplated herein and shall not have withheld, withdrawn or modified (or publicly proposed to withhold, withdraw or modify), in a manner adverse to Company, the Buyer Recommendation referred to in Section 5.05.

  • The Buyer Board has effected by resolution the Buyer Recommendation (as defined below), which recommendation remains in effect.

  • Buyer Board and Buyer Bank’s board of directors shall have approved this Agreement and the transactions contemplated herein and shall not have withheld, withdrawn or modified (or publicly proposed to withhold, withdraw or modify), in a manner adverse to Company, the Buyer Recommendation.

  • Provided that there shall have been no change in the Buyer Recommendation, Buyer shall use commercially reasonable efforts to obtain the Requisite Buyer Stockholder Approval.

  • Subject to Section 5.7, the Buyer shall (i) use reasonable best efforts to obtain from the Buyer Stockholders the Buyer Stockholder Approval and (ii) through the Buyer Board make the Buyer Recommendation to the Buyer Stockholders (and include the Buyer Recommendation in the Buyer Proxy Statement).

  • Buyer’s board of directors shall have approved this Agreement and the transactions contemplated herein and shall not have withheld, withdrawn or modified (or publicly proposed to withhold, withdraw or modify), in a manner adverse to Company, the Buyer Recommendation referred to in Section 5.04(b).

  • Subject to Section 7.1(d), Buyer shall include in the Joint Proxy Statement/Prospectus the recommendation of its Board of Directors that the stockholders of Buyer approve, as required by applicable NASDAQ rules, the issuance of shares of Buyer Common Stock in connection with the transactions contemplated by this Agreement (the "Buyer Recommendation").


More Definitions of Buyer Recommendation

Buyer Recommendation means the recommendation of the Buyer Board that the Buyer Stockholders vote in favor of the approval of this Agreement and the approval of the Merger.
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Buyer Recommendation has the meaning set forth in the Recitals.
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Buyer Recommendation shall have the meaning set forth in the Recitals of the Agreement. “Buyer Regulatory Agreement” shall have the meaning as set forth in Section 5.12 of the Agreement. “Buyer’s Shareholders’ Meeting” shall mean the meeting of Buyer’s shareholders to be held pursuant to Section 7.1(b) of the Agreement. “Buyer Requisite Shareholder Agreement” shall have the meaning set forth in Section 5.2(a) of the Agreement. “Buyer Subsidiaries” means the Subsidiaries of Buyer, which shall include any corporation, bank, savings association, limited liability company, limited partnership, limited liability partnership or other organization acquired as a Subsidiary of Buyer in the future and held as a Subsidiary by Buyer at the Effective Time. “Buyer’s Security Program” shall have the meaning as set forth in Section 7.6(e) of the Agreement. “CERCLA” shall have the meaning as set forth under the definition of “Environmental Laws” in this Section 10.1(a) of the Agreement. “Certificates” shall have the meaning as set forth in Section 3.1(b) of the Agreement. “Change in Control Benefit” shall have the meaning set forth in Section 4.15(k) of the Agreement. “Closing” shall have the meaning as set forth in Section 1.2 of the Agreement. “Closing Date” means the date on which the Closing occurs. “Code” shall have the meaning as set forth in Section 1.6 of the Agreement. “Confidential Information” shall have the meaning set forth in Section 7.6(b) of the Agreement. “Consent” means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any Contract, Law, Order, or Permit. “Continuing Employee” shall have the meaning as set forth in Section 7.9(a) of the Agreement. “Contract” means any written agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party that is binding on any Person or its capital stock, Assets or business.
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Buyer Recommendation shall have the meaning set forth in the Recitals of the Agreement.
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Related to Buyer Recommendation

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

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

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

  • Adverse Recommendation Change has the meaning assigned in Section 5.7(f).

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

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

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

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

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

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

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

  • Purchaser Board means the board of directors of the Purchaser.

  • 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.

  • Recommendation means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.

  • 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.

  • Acquiror Board means the board of directors of Acquiror.

  • Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Required Shareholder Approval has the meaning in Section 2.20.

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

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

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Business Combination Proposal has the meaning set forth in Section 5.8.

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