Notice of Proposed Recommendation Change definition

Notice of Proposed Recommendation Change shall have the meaning set forth in Section 6.6(c).
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Notice of Proposed Recommendation Change is defined in Section 7.2(f).
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Notice of Proposed Recommendation Change shall have the meaning set forth in Section 7.2(b)(i).
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More Definitions of Notice of Proposed Recommendation Change

Notice of Proposed Recommendation Change advising PNR that the MLP GP Conflicts Committee or the MLP GP Board intends to take such action, specifying the reasons therefor in reasonable detail, including, if a reason for the MLP Change in Recommendation is an Acquisition Proposal, that the MLP GP Conflicts Committee has determined that the Acquisition Proposal is a Superior Proposal and specifying the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal (it being understood that any amendment to the terms of any such Acquisition Proposal shall require a new Notice of Proposed Recommendation Change and an additional three Business Day period), (iii) if a reason for the MLP Change in Recommendation is an Acquisition Proposal, MLP has provided to PNR all materials and information delivered or made available to the Person or group of Persons making such Acquisition Proposal pursuant to Section 6.6 (to the extent not previously provided to PNR), (iv) each of MLP GP, MLP and the MLP GP Conflicts Committee has negotiated, and has used its commercially reasonable efforts to cause its Representatives to negotiate, in good faith with PNR during such notice period to enable PNR to revise the terms of this Agreement such that it would obviate the need for making the MLP Change in Recommendation, and (v) following the end of such notice period, the MLP GP Conflicts Committee shall have considered in good faith any changes to this Agreement proposed by PNR and shall have determined that the failure to make an MLP Change in Recommendation would continue to be inconsistent with its duties under the MLP Partnership Agreement or applicable Law even if such revisions proposed by PNR were to be given effect and, if a reason for the MLP Change in Recommendation is an Acquisition Proposal, that the Acquisition Proposal continues to be a Superior Proposal even if the revisions proposed by PNR were to be given effect. Any MLP Change in Recommendation shall not invalidate the approval (or “Special Approval” as defined in the MLP Partnership Agreement) of this Agreement or any other approval of the MLP GP Conflicts Committee, including in any respect that would have the effect of causing any state (including Delaware) takeover statute or other similar statute to be applicable to the Merger Transactions.
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Related to Notice of Proposed Recommendation Change

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

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

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

  • Notice of Proposal to Negotiate has the meaning set forth in Section 10(c) hereof.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

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

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

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

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

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

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

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

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

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

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • 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.

  • 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;

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • 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.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Request for Proposal (RFP means the solicitation document issued by Purchasing to potential vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes these Terms and Conditions as well as all Pricing Pages, Exhibits, Attachments, and Addendums thereto.

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).