Company Board Recommendation Change definition

Company Board Recommendation Change has the meaning set forth in Section 6.1(b)(i).
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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.
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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.
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Examples of Company Board Recommendation Change in a sentence

  • Unless this Agreement is validly terminated in accordance with Section 8.1, the Company will submit this Agreement and the Merger to its stockholders at the Company Stockholder Meeting even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change.

  • Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

  • Except in connection with a Company Board Recommendation Change or thereafter, 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.

  • Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company shall use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

  • Except in connection with a Company Board Recommendation Change or thereafter, the Company may not file any Other Required Company Filing with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company will give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel.

  • Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will include (i) the Company Board Recommendation in the Proxy Statement; and (ii) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

  • The Company shall use its reasonable best efforts to solicit proxies from the Company’s stockholders and, unless the Company Board has effected a Company Board Recommendation Change pursuant to and in accordance with the terms of Section 7.7, the Company Board shall use its reasonable best efforts to obtain the Requisite Merger Approval at the Company Stockholder Meeting or any postponement or adjournment thereof.

  • This Agreement shall terminate at the earliest of: (i) the delivery of a written notice to Parent of a Company Board Recommendation Change in accordance with Section 5.3 of the Merger Agreement, (ii) the valid termination of the Merger Agreement in accordance with its terms, or (iii) the Effective Time (such date, the “Termination Date”); provided that Section 4.1 and this Article VI, shall survive the termination of this Agreement.

  • The Company agrees that, unless this Agreement shall have been terminated in accordance with Article 7, its obligations pursuant to this Section 5.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or by the making of any Company Board Recommendation Change.

  • The most important interests are presented as sovereignty, security, and prosperity.


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.
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Company Board Recommendation Change has the meaning assigned to such term in Section 4.3(g) of the Agreement.
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Company Board Recommendation Change. Section 5.3(c)(i)
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Company Board Recommendation Change has the meaning specified in Section 7.05.
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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...
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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]
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Related to Company Board Recommendation Change

  • 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).

  • 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).

  • 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).

  • 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.

  • 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;

  • Parent Board means the board of directors of Parent.

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

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

  • 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 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 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.

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

  • Superior Proposal has the meaning set forth in Section 5.09(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 Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • 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.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.