Company Board Adverse Recommendation Change definition

Company Board Adverse Recommendation Change shall have the meaning set forth in Section 6.1(d).
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Company Board Adverse Recommendation Change means the occurrence of any of the events in clauses 6.
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Company Board Adverse Recommendation Change means the occurrence of any of the events in clauses 6.1.3 to 6.1.5 (inclusive) or (where a switch to an Offer has occurred) the Company’s Board does not consent to the Company’s Board Recommendation being included in the Offer Document or the Company’s Board publicly withdraws or adversely modifies or qualifies the Company’s Board Recommendation;
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Examples of Company Board Adverse Recommendation Change in a sentence

  • As used in this Agreement, the term “Expiration Date” shall mean the earlier to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Section 10 thereof or otherwise, (c) such date and time as a Company Board Adverse Recommendation Change is made, or (d) the mutual written agreement of the parties to terminate this Agreement.

  • This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earliest of (a) the termination of the Merger Agreement in accordance with its terms, (b) the date upon which the Company Board makes a Company Board Adverse Recommendation Change, and (c) the Effective Time.

  • Notwithstanding the foregoing, a Party need not consult with any other Parties in connection with such portion of any press release, public statement or filing to be issued or made pursuant to Section 6.3(d) or with respect to any Acquisition Proposal, PubCo Board Adverse Recommendation Change or Company Board Adverse Recommendation Change, as applicable, or with respect to PubCo only, pursuant to Section 6.3(e).

  • For further clarity, the Company Board of Directors shall not be permitted to effect a Company Board Adverse Recommendation Change pursuant to this Section 5.7(c) with respect to or in connection with any Acquisition Proposal (which shall be covered by and subject in all respects to Section 5.7(b)).

  • For further clarity, the Company Board of Directors shall not be permitted to effect a Company Board Adverse Recommendation Change pursuant to this Section 5.2(d) with respect to or in connection with any Acquisition Proposal (which shall be covered by and subject in all respects to Section 5.2(c).

  • It would be helpful to have the capability to sort by different factors, such as DLPT date, language proficiency, language, FLPP level, MOS, and so on.

  • This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earlier of (a) the termination of the Merger Agreement in accordance with its terms, (b) a Company Board Adverse Recommendation Change effected pursuant to Section 5.2(c) or Section 5.2(d) of the Merger Agreement, (c) the Effective Time or (d) the mutual written agreement of the parties to terminate this Agreement.

  • Shareholder agrees that the obligations specified in this ARTICLE I shall not be affected by any Company Board Adverse Recommendation Change, except to the extent the Merger Agreement is terminated as a result thereof.

  • Notwithstanding the foregoing, a Party need not consult with any other Parties in connection with such portion of any press release, public statement or filing to be issued or made with respect to any Acquisition Proposal, Forza Board Adverse Recommendation Change or Company Board Adverse Recommendation Change, as applicable.

  • For further clarity, the Company Board of Directors shall not be permitted to effect a Company Board Adverse Recommendation Change pursuant to this Section 5.2(d) with respect to or in connection with any Acquisition Proposal (which shall be covered by and subject in all respects to Section 5.2(c)).

Related to Company Board Adverse Recommendation Change

  • Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).

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

  • 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).

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

  • Company Recommendation has the meaning set forth in Section 5.3(b).

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

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

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

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

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

  • 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;

  • 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.

  • Parent Board means the board of directors of Parent.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • 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 Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

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

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • Final Internal Adverse Benefit Determination means an Adverse Benefit Determination that has been upheld by BCBSTX at the completion of BCBSTX’s internal review/appeal process.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Conflicts Committee is defined in the Partnership Agreement.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.