Change of Company Board Recommendation definition

Change of Company Board Recommendation. Section 5.6(a) “Closing Date” Section 1.2
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Change of Company Board Recommendation has the meaning set forth in Section 6.8(a).
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Change of Company Board Recommendation. Section 5.5(a)(vi)
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Examples of Change of Company Board Recommendation in a sentence

  • The Company shall provide Parent with the Company’s shareholder list upon request by Parent, including at any time following a Change of Company Board Recommendation.

  • The Company agrees that its obligations pursuant to this Section 5.2 (other than those set forth in the fourth sentence of this Section 5.2(c)) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) any Change of Company Board Recommendation.

  • The Company agrees that its obligations pursuant to this Section 5.2 (other than those set forth in the second sentence of Section 5.2(a) and the fourth sentence of this Section 5.2(c)) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) any Change of Company Board Recommendation.

  • The singly augmented tree of cliques is shown in figure II-2.Notice that some margins of interest are not represented in the Singly Augmented Tree of Cliques.

  • No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon; provided, however, that following or in connection with a Change of Company Board Recommendation, Parent’s right to review and comment shall be limited to only those disclosures relating to Parent.

  • The Company covenants and agrees to use its best efforts to secure, as soon as reasonably practicable, the Required Stockholder Vote for the Second Closing and the issuance of the Shares to the Purchasers as contemplated by this Agreement and to timely satisfy each of the conditions to be satisfied by it at the Second Closing as provided in Section 6.3 of this Agreement, unless and until the Company effects a Change of Company Board Recommendation prior to the Required Stockholder Vote.

  • Although the historical averages used in the analysis may not be representative of future component values, especially in a changing climate, the values are the best currently available.

  • Subject to the Company’s ability to (i) consummate any other financing at any time in its sole discretion; (ii) effect a Change of Company Board Recommendation; and/or (iii) terminate this Agreement in accordance with Section 11.1, the Company will not take any other action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Purchasers under the Transaction Agreements.

  • Notwithstanding any Change of Company Board Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholder Meeting for the purpose of approving the Merger, and nothing contained herein, including any rights of the Company to take certain actions pursuant to this Section 5.4, shall be deemed to relieve the Company of such obligation.

  • Any such Change of Company Board Recommendation shall not change the approval of this Agreement or any other approval of the Company Board in any respect that would have the effect of causing any corporate takeover statute or other similar statute or any provision of the Company Certificate to be applicable to the transactions contemplated hereby, including the Merger.

Related to Change of Company Board Recommendation

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

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

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

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

  • 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).

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

  • Parent Recommendation has the meaning set forth in Section 5.2(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.

  • Parent Board means the board of directors of Parent.

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

  • 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.

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

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

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

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

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • 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).

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • 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.

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