Change of Parent Recommendation definition

Change of Parent Recommendation has the meaning set forth in Section 7.3(b)(i).
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Examples of Change of Parent Recommendation in a sentence

  • In other words, locally, the information of the municipalities differed slightly from the maps.

  • Unless a Change of Company Recommendation or a Change of Parent Recommendation shall have occurred in accordance with Section 7.2 or Section 7.3, as applicable, the Company Recommendation and the Parent Recommendation, respectively, shall be included in the Joint Disclosure Statement.

  • Unless a Change of Company Recommendation or a Change of Parent Recommendation shall have occurred in accordance with Section 7.2 or Section 7.3, as applicable, the Company Recommendation and the Parent Recommendation, respectively, shall be included in the Joint Proxy Statement.

  • The magnitude was also indicated by using Sen’s slope in the above table.

  • The Proxy Statement/Prospectus shall include the recommendation of the Company’s board of directors that the Company’s shareholders approve this Agreement (unless there has been a Change of Recommendation pursuant to Section 6.3(e)) and the recommendation of Parent’s board of directors that Parent’s shareholders approve the Merger and the issuance of the Parent Ordinary Shares (the “Parent Recommendation”) (unless there has been a Change of Parent Recommendation pursuant to Section 6.3(g)).

  • Each of the Company and Parent agrees that, unless this Agreement has been terminated in accordance with Section 8.1, its obligations pursuant to this Section 6.7 will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or to Parent of any Parent Acquisition Proposal, by the Company’s board of directors effecting any Change of Recommendation or by Parent’s board of directors effecting a Change of Parent Recommendation.

  • Unless the Parent Board has made a Change of Parent Recommendation in accordance with Section 7.3, Parent shall keep the Special Committee updated with respect to proxy solicitation results as reasonably requested by the Special Committee.

Related to Change of Parent Recommendation

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

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

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

  • Parent Board Recommendation has the meaning set forth in Section 5.12(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 has the meaning set forth in Section 6.02(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).

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

  • Parent Change of Control means the occurrence of any of the following:

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

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

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

  • 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 Board means the Board of Directors of the Company.

  • Merger Agreement has the meaning set forth in the Recitals.

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

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • 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;