Company Adverse Change Recommendation definition

Company Adverse Change Recommendation is defined in Section 6.1(a) of the Agreement.
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Company Adverse Change Recommendation shall have the meaning set forth in Section 5.1(a).
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Company Adverse Change Recommendation has the meaning given to it in Clause 10.3.1(a);
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Examples of Company Adverse Change Recommendation in a sentence

  • Until such time as there has been a Company Adverse Change Recommendation, the Board of Directors of the Company shall include the Company Board Recommendation in the Proxy Statement.


More Definitions of Company Adverse Change Recommendation

Company Adverse Change Recommendation or (ii) approve, adopt, endorse, recommend or declare advisable, or propose to approve, adopt, endorse, recommend or declare advisable, or allow the Company to execute or enter into any letter of intent, agreement in principle, acquisition agreement or other Contract with respect to, or is intended to or would reasonably be expected to lead to, any Acquisition Proposal, or that would require, or would reasonably be expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement entered into in compliance with Section 5.3(c)).
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Company Adverse Change Recommendation is defined in Section 4.4(a).
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Company Adverse Change Recommendation is defined in Section 7.1(a) of this Agreement. “Company Associate” means each current or former officer or other employee, or individual who is or was an independent contractor, consultant or director, of or to any Acquired Company. “Company Board” is defined in the Recitals of this Agreement. “Company Board Recommendation” is defined in the Recitals of this Agreement.
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Company Adverse Change Recommendation means any of the following actions taken by the IMDZ Board: (i) withdrawal or withholding (or modifying or qualifying in a manner adverse to Parent or Purchaser), or publicly proposing to withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the recommendation of the IMDZ Board that the stockholders of IMDZ tender their Shares to Purchaser pursuant to the Offer, (ii) adopting, approving, recommending or declaring advisable, or publicly proposing to adopt, approve, recommend or declare advisable, any Acquisition Proposal or (iii) resolving, agreeing or publicly proposing to take any such actions.
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Related to Company Adverse Change Recommendation

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

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

  • Company Material Adverse Effect means a material adverse effect on (i) the business, results of operation or financial condition of the Company and its consolidated subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall not be deemed to include the effects of (A) changes after the date of the Letter Agreement (the “Signing Date”) in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Company and its subsidiaries operate, (B) changes or proposed changes after the Signing Date in generally accepted accounting principles in the United States (“GAAP”) or regulatory accounting requirements, or authoritative interpretations thereof, (C) changes or proposed changes after the Signing Date in securities, banking and other laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on the Company and its consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial services organizations), or (D) changes in the market price or trading volume of the Common Stock or any other equity, equity-related or debt securities of the Company or its consolidated subsidiaries (it being understood and agreed that the exception set forth in this clause (D) does not apply to the underlying reason giving rise to or contributing to any such change); or (ii) the ability of the Company to consummate the Purchase and the other transactions contemplated by this Agreement and the Warrant and perform its obligations hereunder or thereunder on a timely basis.

  • Parent Material Adverse Effect means, with respect to Parent any event, circumstance, development, change or effect that, individually or in the aggregate, prevents or materially impairs, or would be reasonably likely to prevent or materially impair, the ability of Parent to timely consummate the transactions contemplated hereby or to perform its agreements or covenants hereunder.

  • Adverse Change A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.