Change in Parent Recommendation definition

Change in Parent Recommendation shall have the meaning set forth in Section 8.10.

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Change in Parent Recommendation means any action described in the following clauses (A) through (D) with respect to the Parent Board, and “Change in Company Recommendation” means any action described in the following clauses (A) through (D) with respect to the Company Board: (A) withdrawing, changing, qualifying or modifying or publicly and affirmatively proposing to withdraw, change, qualify or modify the Parent Recommendation, in the case of the Parent Board, or the Company Recommendation, in the case of the Company Board, (B) failing to include (1) in the Joint Statement the Parent Recommendation, in the case of the Parent Board, or (2) in the Joint Proxy/Consent Solicitation Statement the Company Recommendation, in the case of the Company Board, (C) failing to recommend against acceptance of any tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for Parent Common Stock, in the case of the Parent Board, or Company Common Stock, in the case of the Company Board, within the ten (10) business days specified in Rule 14e-2(a) under the

Change in Parent Recommendation has the meaning set forth in Section 6.11(b).

Examples of Change in Parent Recommendation in a sentence

Notwithstanding anything to the contrary contained in this Agreement, Parent's obligation to call, give notice of, convene and hold the Parent Stockholders' Meeting in accordance with this Section 6.13(c) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Parent of any Parent Superior Proposal or a Change in Parent Recommendation.
Notwithstanding the foregoing, if Parent makes a Change in Parent Recommendation, Parent’s obligations pursuant to the first sentence of this Section 7.01 shall terminate.
Notwithstanding the foregoing, the provisions of this Section 6.1(e) shall not apply with respect to information relating to a Change in Parent Recommendation or a Change in Company Recommendation, as applicable.
In addition, neither the Company nor Parent shall issue any such press release or such other statement or comment to the public without the prior approval of the other party (which approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or except as expressly permitted under (and subject to compliance with) Section 6.9 in connection with a Change in Company Recommendation or Change in Parent Recommendation, as the case may be.
Unless a Change in Parent Recommendation has occurred in accordance with Section 5.4, Parent shall use its reasonable best efforts to obtain from the stockholders of Parent the Parent Required Vote.
Parent agrees that, unless this Agreement shall have been terminated in accordance with Section 7.1, its obligation to hold the Parent Stockholders Meeting pursuant to this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to Parent or its Board of Directors of any Acquisition Proposal, by any Change in Parent Recommendation or by any development, fact, circumstance or change that would give rise to a right to make a Change in Parent Recommendation.
After any Change in Parent Recommendation shall have occurred in compliance with the immediately preceding sentence, Parent shall not have any further obligations under this Section 6.2 which shall thereafter be without any further force or effect.
Unless a Change in Parent Recommendation has occurred in accordance with Section 5.4, Parent and the Board of Directors of Parent will recommend to its stockholders approval of the Parent Stock Issuance and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to include such recommendation.
CONSULTANT agrees to perform all those services described in Exhibit A, attached hereto, and made a part hereof, in accordance with the terms and conditions stated therein, (such services being hereinafter referred to as the “WORK”).
Unless a Change in Parent Recommendation has occurred in accordance with Section 6.6(b)(v), each of Parent and the Parent Board shall use its reasonable best efforts to obtain from the Parent Shareholders the Parent Shareholder Approval and the Charter Amendment Approval.

More Definitions of Change in Parent Recommendation

Change in Parent Recommendation means any action described in the following clauses (A) through (E) with respect to the Parent Board, and “Change in Company Recommendation” means any action described in the following clauses (A) through (E) with respect to the Company Board: (A) withdrawing, changing, qualifying or modifying in any manner adverse to the other party or publicly and affirmatively proposing to withdraw, change, qualify or modify in a manner adverse to the other party, the Parent Recommendation, in the case of the Parent Board, or the Company Recommendation, in the case of the Company Board, (B) failing to include (1) in the Joint Statement, the Parent Recommendation, in the case of the Parent Board, or (2) in the Joint Statement, the Company Recommendation, in the case of the Company Board, (C) failing to recommend against acceptance of any tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for Parent Common Stock, in the case of the Parent Board, or Company Common Stock, in the case of the Company Board, within the earlier of (1) the ten (10) business days specified in Rule 14e-2(a) under the Exchange Act after the commencement of such offer or (2) the period ended two (2) business days prior to the Parent Meeting or the Company Meeting, as applicable, (D) approving, resolving, adopting or recommending, or proposing publicly to approve, resolve, adopt or recommend, any Acquisition Proposal or (E) after receipt of any Acquisition Proposal by either the Company or Parent, as applicable, other than with respect to the period of up to ten (10) business days applicable to tender or exchange offers that are the subject of the immediately preceding clause (C), (1) failing to publicly reaffirm the Company Recommendation or Parent Recommendation, as applicable, or (2) failing to recommend against such Acquisition Proposal, in each case, after a request by either Parent or the Company, as applicable, to do so within the earlier of (x) five (5) business days after such request or (y) the period ended two business days prior to the Parent Meeting or the Company Meeting, as applicable; provided that the Company or Parent, as applicable, may make no more than two such requests for each Acquisition Proposal, provided further that either party may make one additional request for each modification to an Acquisition Proposal.

Change in Parent Recommendation means any of the actions referred to in Section 6.6(b).