Holdings Change in Recommendation definition

Holdings Change in Recommendation shall have the meaning set forth in Section 6.6(c).
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Examples of Holdings Change in Recommendation in a sentence

  • Transfer agreements are not effective until approved by the Executive Officer of the Board staff.

  • Holdings shall keep Inergy informed on a reasonably current basis of material developments with respect to any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation.

  • Notwithstanding anything in this Agreement to the contrary, in the event of a Holdings Change in Recommendation (as defined in Section 6.6(c)), Holdings shall not be required to call, hold or convene the Holdings Meeting.

  • Holdings shall keep Partners informed on a reasonably current basis of material developments with respect to any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation.

  • This Agreement shall remain in effect until the earliest to occur of (i) the Effective Time; (ii) a Holdings Change in Recommendation, (iii) the termination of the Merger Agreement in accordance with its terms, other than as a result of a breach by one or more Unitholders of the terms of this Agreement; or (iv) the written agreement of the Unitholders and Inergy to terminate this Agreement.

  • Contractor shall submit monthly invoices or reports to the Board outlining the amount of hours and nature of work performed during the preceding month and all actual expenses compensable under Paragraph 3 hereof incurred during the preceding month, which reports shall be due the first Monday of each month of this Agreement.

  • Notwithstanding anything to the contrary in this Agreement, if there occurs a Holdings Change in Recommendation in accordance with this Agreement, Holdings shall not be required to call, hold or convene the Holdings Meeting.

  • Any Holdings Change in Recommendation shall not change the approval of this Agreement or any other approval of the Holdings GP Board, including in any respect that would have the effect of causing any Takeover Law to be applicable to the transactions contemplated hereby or thereby, including the Merger.

  • Any Holdings Change in Recommendation shall not invalidate the approval of this Agreement or any other approval of the Holdings Audit Committee, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby or thereby, including the Merger.

  • Notwithstanding anything in this Agreement to the contrary, if there has been a Holdings Change in Recommendation and Holdings has not breached Section 6.7, Holdings shall not be obligated to call, hold or convene the Holdings Meeting and Holdings GP may adjourn, postpone or cancel any previously called Holdings Meeting.

Related to Holdings Change in Recommendation

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

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

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

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

  • 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).

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

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

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

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."

  • Company Change of Control means any of the following events:

  • 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 Board means the Board of Directors of the Company.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • Parent Change of Control means the occurrence of any of the following:

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

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

  • Parent Board means the board of directors of Parent.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.