Change in the Parent Recommendation definition

Change in the Parent Recommendation has the meaning set forth in Section 6.2;
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Examples of Change in the Parent Recommendation in a sentence

  • Parent agrees that the obligation of Parent to call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to Parent or its stockholders of any Competing Parent Transaction; or (b) any Change in the Parent Recommendation.

  • Any Change in the Parent Recommendation shall not change the approval of the Parent Board for purposes of causing any state takeover statute or other state Law to be inapplicable to the transactions contemplated by this Agreement.

  • The Proxy Statement shall (i) state that the Parent Board has approved this Agreement and the transactions contemplated hereby, approved and declared advisable the Parent Charter Amendment and approved the Parent Share Issuance; and (ii) include the Parent Recommendation (except to the extent that Parent effects a Change in the Parent Recommendation in accordance with Section 7.03(d) ).

  • The Merger Agreement provides that Parent will pay the Company the sum of $25 million if the Merger Agreement is terminated by either party pursuant to clause (b)(iv) under "Termination" above and prior to the Parent Shareholders Meeting there has been an Adverse Change in the Parent Recommendation.

  • The Merger Agreement provides that, subject to its right to terminate the Merger Agreement in accordance with its terms, Parent will be required to take the actions specified in clause (a) above and the first sentence of this clause (b), and satisfy all its other obligations under the Merger Agreement, whether or not Parent's Board of Directors makes an Adverse Change in the Parent Recommendation after the date of the Merger Agreement.

  • Pecesky testified that the current assigned value is $101,566,700.00, and that he has allowed a $4,000,000.00 deduction for deferred maintenance.

  • As used in this Agreement, the term “Expiration Date” shall mean the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Article IX thereof, (c) upon mutual written agreement of the parties to terminate this Agreement, (d) such date and time as the Parent Board makes a Change in the Parent Recommendation in accordance with the terms of the Merger Agreement or (e) October 26, 2017.

  • This Irrevocable Proxy shall terminate, and be of xx xxxxxxx xxxxx and effect, automatically upon the earlier to occur of the Expiration Date and a Change in the Parent Recommendation.

  • For clarification, this Agreement and the Proxy delivered in connection herewith shall automatically terminate and shall have no further force or effect as of the earlier to occur of the Expiration Date and a Change in the Parent Recommendation.

  • To be installed in entire building except for the north/west mechanical room or under furnaces located in central mechanical room.

Related to Change in the Parent Recommendation

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

  • Parent Board Recommendation has the meaning set forth in Section 5.11(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 shall have the meaning set forth in Section 5.03(d).

  • 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.

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

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

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

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

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Parent Board means the board of directors of Parent.

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

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

  • Change in Control of the Company means the occurrence of any of the following events:

  • 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.

  • 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.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.