Change of Board Recommendation has the meaning set forth in Section 6.3(a).
Change of Board Recommendation. Section 5.3(a) “Closing” Section 1.5 “Closing Date” Section 1.5 “Company” Preamble “Company Benefit Plan” Section 3.11(a) “Company Board” Recitals
Change of Board Recommendation. Section 5.3(e) “Closing” Section 1.2
Examples of Change of Board Recommendation in a sentence
Subject to Section 5.3(e) and unless there has been a Change of Board Recommendation made in compliance with Section 5.3, the Company will (i) use its commercially reasonable efforts to solicit proxies to obtain the Requisite Stockholder Approval, (ii) take all reasonable lawful actions to solicit the Requisite Stockholder Approval and (iii) provide regular updates to Parent with respect to the proxy solicitation for the Company Stockholder Meeting (including interim results).
More Definitions of Change of Board Recommendation
Change of Board Recommendation means (a) the withdrawal or modification or qualification of the Company Board Recommendation or any public proposal to withdraw, modify or qualify the Company Board Recommendation, (b) the approval, authorization or recommendation by the Company Board or any committee thereof of any Acquisition Proposal or any public proposal by the Company Board or any committee thereof to approve, authorize or recommend any Acquisition Proposal, (c) the failure to include the Company Board Recommendation in the Schedule 14D-9 or in the Proxy Statement when disseminated to the holders of Shares, (d) the failure by the Company, within ten (10) Business Days of the public announcement of the commencement of a tender or exchange offer for Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) by a Person other than Parent or any of its Subsidiaries, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer, or (e) the failure by the Company Board to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after receiving a written request from Parent to provide such public reaffirmation following public disclosure of an Acquisition Proposal (or, if earlier (but still, after a written request delivered by Parent to the Company at least forty-eight (48) hours prior to the then-scheduled Expiration Time, or the EGM or any Subsequent EGM, as applicable), prior to the then-scheduled Expiration Time, or the EGM or any Subsequent EGM, as applicable); provided, that, Parent may deliver only one (1) such request with respect to any Acquisition Proposal subject to this clause (e) (it being understood that any change to the financial terms or any other material terms of any such Acquisition Proposal, shall constitute a new Acquisition Proposal for this purpose).
Change of Board Recommendation means (a) the withholding, withdrawal, amendment, qualification or modification, or public proposal to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation, in each case, in a manner adverse to Parent or Merger Sub, (b) the failure by the Company, within ten (10) Business Days of the commencement of a tender or exchange offer for Shares that constitutes an Acquisition Proposal by a Person other than Parent or any of its Affiliates, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer, (c) the failure by the Company to include the Company Board Recommendation in the Proxy Statement when mailed to the Company’s Stockholders, (d) the failure by the Company Board or a committee thereof to publicly reaffirm the Company Board Recommendation within five (5) Business Days of receiving a written request from Parent (or, if the Company Stockholder Meeting is to occur within five (5) Business Days after the request, as promptly as practicable after such request) to provide such public reaffirmation following receipt by the Company of a publicly announced Acquisition Proposal; provided that Parent may deliver only two (2) such requests with respect to any Acquisition Proposal, (e) the adoption or approval by the Company of any Acquisition Proposal or (f) the Company Board’s public announcement of an intention to effect any of the foregoing.
Change of Board Recommendation. Section 5.4(a) “Closing” Section 1.4(a) “Closing Date” Section 1.4(a)
Change of Board Recommendation means the Company Board, directly or indirectly, (i) failing to include the Company Board Recommendation in the Proxy Statement, (ii) approving, endorsing or recommending, or proposing publicly to approve, endorse or recommend, any Acquisition Proposal, (iii) withholding or withdrawing (or modifying in a manner that is adverse to Parent) or formally resolving to effect or publicly announcing an intention to withhold or withdraw (or modifying in a manner that is adverse to Parent), the Company Board Recommendation, (iv) following the date on which any Acquisition Proposal made after the date hereof or any material modification thereto is publicly disclosed, failing to issue a press release that reaffirms the Company Board Recommendation within five (5) Business Days following the Company’s receipt of Parent’s written request to do so (which request may only be made once with respect to any such Acquisition Proposal and each material modification thereto), (v) failing to recommend against any Acquisition Proposal that is a tender or exchange offer within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender or exchange offer or (vi) resolving, agreeing or publicly proposing to do any of the foregoing.
Change of Board Recommendation. Section 5.3(d) “Clearance Date” Section 5.4(b) “Closing” Section 1.2 “Closing Date” Section 1.2 “Company” Preamble “Company Aircraft” Section 3.26(a) “Company Aircraft Finance Contract” Section 3.26(e) -55-
Change of Board Recommendation. Section 5.4(a) “Claim” Section 5.9(a)
Change of Board Recommendation means (a) the withdrawal (or modification or qualification in a manner adverse to Parent or Purchaser) of, or failure to include in the Schedule 14D-9, the Company Board Recommendation, (b) the Company Board or a committee thereof adopting, approving, recommending, submitting to the holders of Shares or declaring advisable or recommending (or publicly proposing to adopt, approve, recommend, submit to the holders of Shares or declare advisable, or making any recommendation other than a rejection of) any Acquisition Proposal, (c) the failure by the Company, within eight (8) Business Days of the commencement of a tender or exchange offer for Shares that constitutes an Acquisition Proposal by a Person other than Parent or any of its Affiliates, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer, or (d) the failure by the Company Board or a committee thereof to publicly reaffirm the Company Board Recommendation within eight (8) Business Days of receiving a written request from Parent to provide such public reaffirmation following receipt by the Company of a publicly announced Acquisition Proposal; provided, that, Parent may deliver only two (2) such requests with respect to any such Acquisition Proposal or (x) any amendment to the financial terms of such Acquisition Proposal or (y) any material amendment to the non-financial terms of such Acquisition Proposal.