Company Board Recommendation Change has the meaning set forth in Section 6.1(b)(i).
Company Board Recommendation Change means that the Company Board shall: (i) modify or qualify, in each case, in a manner adverse to Parent or Merger Sub, or withdraw, or publicly propose to modify or qualify, in each case, in a manner adverse to Parent or Merger Sub, or withdraw, the Company Board Recommendation; (ii) approve or adopt any Acquisition Proposal; (iii) following the failure of the Company Board to reaffirm the Company Board Recommendation upon Parent’s request to do so (publicly, if so requested), recommend any Acquisition Proposal (provided that any such request by Parent to reaffirm the Company Board Recommendation shall not count towards the limit contained in the proviso in subclause (iii) of the definition of the term “Triggering Event”); or (iv) fail to include the Company Board Recommendation in the Proxy Statement.
Company Board Recommendation Change means for the Company Board, to withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation in a manner adverse to the Transaction; publicly adopt, approve or recommend an Acquisition Proposal; in connection with a tender or exchange offer by a third party, fail to recommend against such offer by the close of business on the tenth (10th) U.S. Business Day after the commencement of a tender or exchange offer in connection with an Acquisition Proposal; or fail to include the Company Board Recommendation in the Proxy Statement.
Examples of Company Board Recommendation Change in a sentence
For the avoidance of doubt, any “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not constitute a Company Adverse Recommendation Change so long as any such disclosure does not include a Company Board Recommendation Change.
The Company consents to the inclusion of the Company Board Recommendation in the Offer Documents, unless the Company Board or any authorized committee thereof has effected a Company Board Recommendation Change.
Except in the case of a Public Company Board Recommendation Change made in compliance with Section 6.1, Public Company agrees that the Public Company Board shall recommend that the Public Company Stockholders approve the Public Company Voting Proposals and Public Company shall include such recommendation in the Proxy Statement/Prospectus.
Except in connection with a Company Board Recommendation Change or thereafter, neither Parent nor Merger Sub may file any Other Required Parent Filing with the SEC without first providing the Company and its counsel a reasonable opportunity to review and comment thereon.
Except in connection with a Company Board Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval will not be unreasonably withheld, conditioned or delayed.
More Definitions of Company Board Recommendation Change
Company Board Recommendation Change means any instance where the Company shall (1) withhold, withdraw, modify, qualify or publicly propose to do any of the foregoing, in each case, in a manner adverse to the Parent, the recommendation by the HMH Board with respect to the Offer, including by failing to include the recommendation by the HMH Board with respect to the Offer in the Schedule 14D-9, (2) adopt, authorize, approve or recommend, or resolve to or publicly propose or announce its intention to approve or recommend to the stockholders of the Company, any Acquisition Proposal, (3) after public announcement of an Acquisition Proposal (other than a tender offer or exchange offer, which shall be subject to clause (4) below), fail to publicly affirm the recommendation by the HMH Board with respect to the Offer within five business days after a written request by Parent to do so (or, if earlier, by the close of business on the Outside Date) or (4) in the event a tender offer or exchange offer for outstanding Company Shares shall have been commenced (other than by the Parent or an affiliate of the Parent), (x) recommend that the stockholders of the Company tender their shares in such tender or exchange offer, or (y) within five business days after the commencement of such tender or exchange offer, fail to recommend against acceptance of such offer.
Company Board Recommendation Change is defined in Section 7.1(c)(i).
Company Board Recommendation Change. 5.5(a) “Plan of Merger” 1.4 “Purchase Price” 1.2 “Qualified Benefit Plan” 2.13(b) “Company Board Recommendation” 2.6 “Retirement Plans 5.8 “Company Indemnitees” 9.2(c) “Schedule Supplement” 5.13 “Company Shareholder Approval” 2.6 “Sheshunoff” 2.29 “Continuing Employee” 5.7(a) “Special Meeting” 5.1 “CRA” 2.27(a) “Third Party Claim” 9.2(e)(i) “Direct Claim” 9.2(e)(iii) “USA PATRIOT Act” 2.27(b) “Escrow Agent” 5.18 “USA PATRIOT Act” 2.27(b) “Escrow Agreement” 5.18 “Escrow Amount” 1.2(b) “FDIA” 2.2 “FDIC 2.2 “FDIC 2.2 [Remainder of Page Intentionally Left Blank]
Company Board Recommendation Change has the meaning assigned to such term in Section 4.3(g) of the Agreement.
Company Board Recommendation Change has the meaning specified in Section 7.05.
Company Board Recommendation Change has the meaning set forth in Section 5.1(e). “Company Breach Notice Period” has the meaning set forth in Section 7.1(e). “Company Common Stock” means the Class A common stock and Class B common stock, each with a par value of $0.05 per share, of the Company. “Company Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of October 24, 2019, among the Company, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, as amended by that certain First Amendment to Credit Agreement dated as of November 4, 2020, that certain Second Amendment to Amended and Restated Credit Agreement dated as of September 21, 2021 and that certain Third Amendment to Amended and Restated Credit Agreement dated as of December 21, 2022. “Company Disclosure Schedule” means the disclosure schedule delivered by the Company to the Parent and Merger Sub and dated as of the date of this Agreement. “Company Employee” means any person employed by the Company or a Subsidiary of the Company as of the Effective Time. “Company Employee Plans” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (in each case, whether or not such plan is subject to ERISA), and any other plan, policy, agreement or arrangement relating to insurance coverage, severance benefits, retention benefits, change in control benefits, employment, fringe benefits, supplemental benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, for the benefit of, or relating to, any current or former employee, director or individual consultant or independent contractor of the Company or any of its Subsidiaries that is (i) sponsored, maintained or contributed to, or is required to be contributed to, by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries is a party or otherwise has any liability, whether actual or contingent (each, a “Company Plan”) or (ii), in respect of such individual’s service (or past service) to the Company, sponsored, maintained or contributed to by PEO in respect of a Person’s service to the Company (each, a “PEO Plan”). “Company Liability Limitation” has the meaning set forth in Section 7.3(f)(ii). “Company Material Adverse Effect” means a Material Adverse Effect w...
Company Board Recommendation Change has the meaning set forth in Section 5.1(e). “Company Breach Notice Period” has the meaning set forth in Section 7.1(e). “Company Common Stock” means the Class A common stock and Class B common stock, each with a par value of $0.05 per share, of the Company. “Company Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of October 24, 2019, among the Company, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, as amended by that certain First Amendment to Credit Agreement dated as of November 4, 2020, that certain Second Amendment to Amended and Restated Credit Agreement dated as of September 21, 2021 and that certain Third Amendment to Amended and Restated Credit Agreement dated as of December 21, 2022. “Company Disclosure Schedule” means the disclosure schedule delivered by the Company to the Parent and Merger Sub and dated as of the date of this Agreement. “Company Employee” means any person employed by the Company or a Subsidiary of the Company as of the Effective Time. “Company Employee Plans” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (in each case, whether or not such plan is subject to ERISA), and any other plan, policy, agreement or arrangement relating to insurance coverage, severance benefits, retention benefits, change in control benefits, employment, fringe benefits, supplemental benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation, for the benefit of, or relating to, any current or former employee, director or individual consultant or independent contractor of the Company or any of its Subsidiaries that is (i) sponsored, maintained or contributed to, or is required to be contributed to, by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries is a party or otherwise has any liability, whether actual or contingent (each, a “Company Plan”) or (ii), in respect of such individual’s service (or past service) to the Company, sponsored, maintained or contributed to by PEO in respect of a Person’s service to the Company (each, a “PEO Plan”). “Company Liability Limitation” has the meaning set forth in Section 7.3(f)(ii). “Company Material Adverse Effect” means a Material Adverse Effect w...