Change in Seller Recommendation definition

Change in Seller Recommendation means any (i) withdrawal, qualification, modification, proposal to withdraw, qualify, or modify, in any manner adverse to Buyer, or refusal to approve or recommend the approval or recommendation by Seller’s Board of Directors of this Agreement or the transactions contemplated thereby, (ii) approval, endorsement, or recommendation by Seller’s Board of Directors of an Acquisition Proposal (or, in the case of a tender offer or exchange offer, failure to promptly recommend rejection of such offer) or (iii) proposal to approve, endorse, or recommend any Acquisition Proposal.
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Change in Seller Recommendation means any (i) withdrawal, qualification, modification, or proposal to withdraw, qualify or modify, in any manner adverse to Buyer by Seller’s Board of Directors that the shareholders of Seller approve this Agreement and the Merger or (ii) approval, endorsement, or recommendation by Seller’s Board of Directors that the shareholders of Seller approve an Acquisition Proposal.
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Change in Seller Recommendation shall have the meaning set forth in Section 8.1(h).
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Related to Change in Seller Recommendation

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

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

  • Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d).

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

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

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

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

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

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

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

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."

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

  • Acquiror Board means the board of directors of Acquiror.

  • 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.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Parent Board means the board of directors of Parent.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • 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.

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

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • Adverse Benefit Determination means any of the following:

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

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.