Company Change in Recommendation definition

Company Change in Recommendation has the meaning set forth in Section 6.4(c).

Company Change in Recommendation has the meaning specified in Section 8.02(e).

Company Change in Recommendation has the meaning ascribed thereto in Section 7.2(a)(iii)(A);

Examples of Company Change in Recommendation in a sentence

• Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).

• Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to solicit written consents from the Company Stockholders entitled to vote to give the Company Stockholder Approvals in accordance with this Section 8.02(f) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or by any Company Change in Recommendation.

• Unless the Company shall have effected a Company Change in Recommendation in accordance with Section 5.3(c), the Company shall include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger.

• Except in connection with a Company Change in Recommendation made in accordance with Section 5.3(c), Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC.

• This Agreement shall terminate upon the earliest to occur of (i) the Effective Time, (ii) a Company Change in Recommendation made in accordance with Section 7.2(b) of the Merger Agreement and (iii) the date on which the Merger Agreement is terminated in accordance with its terms.

More Definitions of Company Change in Recommendation

Company Change in Recommendation shall have the meaning set forth in Section 7.04(c).

Company Change in Recommendation. Section 5.2(c) “Company Contract” Section 2.16(b) “Company Disclosure Schedule” Article 2

Company Change in Recommendation. Section 5.7.1

Company Change in Recommendation has the meaning set forth in Section 6.4(c). “Company Collective Bargaining Agreement” means each collective bargaining or other labor union or works council agreement to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound.

Company Change in Recommendation has the meaning ascribed to such term in Section 6.1(f)(ii).

Company Change in Recommendation means the determination by the Company Board or any committee thereof to (i) change, withdraw, withhold, qualify or modify, or publicly propose or resolve to change, withdraw, withhold, qualify or modify, the recommendation of the Company Board that the Company Stockholders vote in favor of the approval of this Agreement and the Transactions, (ii) adopt, authorize, approve, declare advisable, endorse or recommend any Company Acquisition Proposal, or (iii) agree to take any of the foregoing actions.

Company Change in Recommendation means the Company Board fails to recommend or withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to the Buyer, the Company Board Recommendation, or the Company Board accepts, approves, endorses or recommends or publicly proposes to accept, approve, endorse or recommend a Company Acquisition Proposal, or takes no position or remains neutral with respect to, any publicly announced Company Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Company Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be a Company Change in Recommendation provided the Company Board has rejected such Company Acquisition Proposal and affirmed the Company Board Recommendation before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, no later than the later of one Business Day following the public announcement or public disclosure of such Company Acquisition Proposal or the second Business Day prior to the date of the Company Meeting)).