Notice of Adverse Recommendation definition

Notice of Adverse Recommendation shall have the meaning set forth in Section 6.5(d).
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Notice of Adverse Recommendation shall have the meaning set forth in Section 6.6(d)(i).
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Notice of Adverse Recommendation has the meaning set forth in Section 7.11(f).
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Examples of Notice of Adverse Recommendation in a sentence

  • In determining whether to make a Parent Adverse Recommendation Change, the Parent Board shall take into account any changes to the terms of this Agreement proposed by the Company in response to a Parent Notice of Adverse Recommendation or otherwise.

  • In determining whether to make an Adverse Recommendation Change or in determining whether a Competing Proposal constitutes a Superior Proposal, the applicable board of directors (including the MDLY Special Committee or the SIC Special Committee, as applicable) shall take into account any revisions to the terms of this Agreement proposed in writing by the other party in response to a Notice of Adverse Recommendation, a Notice of Superior Proposal or otherwise.

  • In determining whether to make a Company Adverse Recommendation Change, the Board of Directors of the Company shall take into account any changes to the financial terms of this Agreement proposed by Parent in response to a Company Notice of Adverse Recommendation or otherwise.

  • In determining whether to make a Company Adverse Recommendation Change, the Company Board shall take into account any changes to the terms of this Agreement proposed by Parent in response to a Company Notice of Adverse Recommendation or otherwise.

  • Any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material change to the terms of such Competing Proposal shall require a new Notice of Adverse Recommendation and commence a new Notice Period, and the Company shall be required to comply again with the requirements of this Section 6 .

  • Parent and Purchaser acknowledge that the initial Notice Period, as set forth in Section 6.3(e)(i) of the Merger Agreement, with respect to the Takeover Proposal described in that certain Notice of Adverse Recommendation Change delivered by the Company to Parent and Purchaser on March 6, 2014 has concluded.

  • In determining whether to make a Change of Recommendation or to cause the Company to terminate this Agreement pursuant to this Section 6.4(e), the Company Board shall take into account any changes to the terms of this Agreement proposed by Parent in response to a Notice of Adverse Recommendation, a Notice of Superior Proposal or otherwise.

  • Section 4.01(c) Notice of Adverse Recommendation..........................

  • If during the Notice Period any material revisions are made to the Acquisition Proposal that the Company Board has determined to be a Superior Proposal, Health Grades will deliver a new Notice of Adverse Recommendation to Parent and will comply with the foregoing requirements with respect to such new Notice of Adverse Recommendation.

  • Notwithstanding anything contained in this Section 1(b) to the contrary, if the Consent Delivery Date would otherwise occur after a Company Notice and/or a Notice of Adverse Recommendation has been delivered to Purchaser with respect to the transactions contemplated by the Merger Agreement then in effect, then the Consent Delivery Date shall be the date that is the seventh business day following the date of the most recent Notice received by Purchaser.


More Definitions of Notice of Adverse Recommendation

Notice of Adverse Recommendation shall have the meaning assigned such term in Section 8.8(b) hereof.
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Notice of Adverse Recommendation has the meaning set forth in Section 8.7(b) of the Agreement.
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Notice of Adverse Recommendation as defined in Section 6.13(b).
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Notice of Adverse Recommendation means the receipt of written notice from KAL advising SFBC and Sub that the board of directors of KAL intend to make a KAL Adverse Recommendation.
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Notice of Adverse Recommendation has the meaning ascribed to such term in Section 5.7(e).
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Related to Notice of Adverse Recommendation

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

  • Adverse Recommendation Change has the meaning assigned in Section 5.7(f).

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

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

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

  • 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).

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

  • 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;

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • 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.

  • FOIA notice means a decision notice, enforcement notice and/or an information notice;

  • Recommendation means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Final Adverse Benefit Determination means an adverse benefit determination that is upheld at the completion of a health plan issuer’s internal appeals process.

  • Adverse decision means a decision reducing,

  • Proposed decision means the presiding officer’s recommended findings of fact, conclusions of law, decision, and order in a contested case in which the administrator did not preside.

  • Long Form Notice means the form of notice that shall be posted on the Settlement Website created by the Settlement Administrator and shall be available to Settlement Class members by mail on request made to the Settlement Administrator in the form attached as Exhibit 2.

  • Notice of Dissatisfaction means the notice given by either Party to the other indicating its dissatisfaction and intention to commence arbitration.

  • Statement of Additional Information means, respectively, the form of prospectus and statement of additional information with respect to the Fund filed by the Investment Company as part of the Registration Statement, or as they may be amended or supplemented from time to time.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • key decision * means an executive decision which is likely to:

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 1.13(f).

  • Board Certificate means the certificate dated the date of this opinion attached to this opinion as Annex 2.

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

  • Request for Release A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.