Parent Change in Recommendation definition

Parent Change in Recommendation shall have the meaning set forth in Section 7.4(h).
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Parent Change in Recommendation has the meaning specified in Section 9.02(e).
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Parent Change in Recommendation. Section 5.3(c)
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Examples of Parent Change in Recommendation in a sentence

  • Notwithstanding anything to the contrary in this Agreement, if there occurs a Parent Change in Recommendation, the Parent shall remain required to call, hold and convene the Parent Meeting unless this Agreement has been terminated in accordance with its terms.

  • Nothing contained in this Agreement will prevent the Parent or the Parent Board from taking and disclosing to the Parent Stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Parent Stockholders) or from making any legally required disclosure to the Parent 71 Stockholders; provided, however, that the Parent Board shall not make a Parent Change in Recommendation except in accordance with Section 7.4(b).

  • Any “stop-look-and-listen” communication by the Parent or Parent Board to the Parent Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the Parent Stockholders) will not be considered a Parent Change in Recommendation.

  • Parent’s board of directors shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Parent Acquisition Proposal and taking into account any revised terms proposed by the Company, such Parent Acquisition Proposal continues to constitute a Parent Superior Proposal and that the failure to make such Parent Change in Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law.

  • Notwithstanding any Parent Change in Recommendation, Parent shall nonetheless seek the Parent Requisite Vote at the Parent Stockholders Meeting unless this Agreement is terminated in accordance with Article VIII prior to the Parent Stockholders Meeting.

  • Parent’s board of directors shall have determined in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that in light of such Parent Intervening Event and taking into account any revised terms proposed by the Company, the failure to make a Parent Change in Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law.

  • Parent’s board of directors shall have determined in good faith, after consultation with its outside legal counsel, that in light of such Parent Intervening Event and taking into account any revised terms proposed by the Company, the failure to make a Parent Change in Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law.

  • Unless this Agreement has been terminated in accordance with its terms, Parent’s obligations to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 6.7 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Parent Superior Proposal or Parent Alternative Proposal, by any Parent Change in Recommendation.

  • Nothing precludes a practitioner from simultaneously prescribing an opioid and prescribing or recommending any of the treatments listed above.Please note: the bill does not differentiate between acute and chronic pain.

  • Notwithstanding any Parent Change in Recommendation, Parent shall seek the Parent Stockholder Approval at the Parent Stockholders Meeting unless this Agreement is terminated in accordance with Article VII prior to the Parent Stockholders Meeting.


More Definitions of Parent Change in Recommendation

Parent Change in Recommendation means the taking of any of the following actions: (a) any failure to include the Parent Board Recommendation in the Joint Proxy Statement, (b) any withdrawal, modification or qualification, or publicly proposing to withdraw, modify or qualify, in a manner adverse to the Company, the Parent Board Recommendation, (c) any failure to recommend against acceptance of any tender offer or exchange offer for the shares of Parent Common Stock within 10 Business Days after commencement of any such offer, (d) recommending, adopting or approving, or proposing publicly to recommend, adopt or approve, any Parent Alternative Proposal or any letter of intent, agreement in principal, acquisition agreement or similar Contract relating to any Parent Alternative Proposal or (e) resolving or agreeing to take any of the actions contained in clauses (a) through (d) above.
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Parent Change in Recommendation has the meaning set forth in Section 5.4(b)(i).
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Parent Change in Recommendation occurs or is made when, (a) the Parent Board or any committee of the Parent Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so, or fails to publicly reaffirm (without qualification) within five (5) Business Days (and in any case prior to the Parent Meeting) after having been requested in writing by SRx to do so, the Parent Board Recommendation, or (b) the Parent Board or any committee of the Parent Board takes no position or a neutral position with respect to a Parent Acquisition Proposal for more than five (5) Business Days after a Parent Acquisition Proposal is made or publicly announced, or (c) the Parent Board or any committee of the Parent Board resolves or publicly proposes to take any of the foregoing actions;
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Parent Change in Recommendation. Section 5.3(c) “Parent Certificate of Amendment” Section 1.4(c) Exhibit A-8 Defined Word Section of Agreement
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Parent Change in Recommendation is defined in Section 7.17(b). “Parent Charter Amendment” means the amendment to the Parent certificate of incorporation at or following Closing to increase, subject to the approval of this Agreement and share issuance pursuant to the terms of this Agreement, the authorized shares of Parent Common Stock from 100,000,000 shares to 200,000,000 shares, which amendment shall be submitted for Parent stockholder approval at the Parent Special Meeting; provided, however, that the approval of the transactions contemplated under this Agreement shall not be contingent in any way upon the outcome of the stockholder vote on such amendment. “Parent Common Stock” means the common stock, par value $0.01 per share, of the Parent. “Parent Credit Facility” means, collectively, the Second Amended and Restated Credit Agreement, dated as of July 14, 2017, among the Parent, as Borrowers, the Lenders named therein and CIT Finance LLC, as Administrative Agent, Collateral Agent and Swingline Lender, as amended. “Parent Data” shall mean all information and data, whether in printed or electronic form and whether contained in a database or otherwise, of the Parent used or held for use in the business of the Parent. “Parent Disclosure Letter” means the disclosure letter to this Agreement prepared by the Parent and delivered to the Company on the Execution Date. “Parent Employee Benefit Plan” is defined in Section 6.18(a). DB1/ 97944280.7 EXHIBIT B
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Parent Change in Recommendation means, any withdrawal, amendment or modification of the Parent Board Recommendation in a manner adverse to the Company.
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Related to Parent Change in Recommendation

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

  • 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).

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

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

  • 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.

  • 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 Stockholder Approval has the meaning set forth in Section 4.2(b).

  • 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).

  • Parent Board means the board of directors of Parent.