Parent Triggering Event shall be deemed to have occurred if: (a) Parent shall have failed to include in the Proxy Statement the Parent Board Recommendation or shall have made a Parent Board Adverse Recommendation Change; (b) the Parent Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) Parent shall have entered into any letter of intent or similar document relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 4.4) in violation of the terms of this Agreement.
Parent Triggering Event. A "Parent Triggering Event" shall be deemed to have occurred if: (i) the board of directors of Parent shall have failed to recommend, or shall for any reason have withdrawn or shall have amended or modified in a manner adverse to the Company its unanimous recommendation in favor of the issuance of the shares of Parent Common Stock in the Merger or the Merger or approval or adoption of this Agreement or the Certificate of Amendment; (ii) Parent shall have failed to include in the Proxy Statement the unanimous recommendation of the board of directors of Parent in favor of approval and adoption and declaring the advisability of this Agreement, the Merger or the Certificate of Amendment; (iii) the board of directors of Parent shall have approved, endorsed or recommended any Parent Acquisition Transaction; (iv) Parent shall have entered into any letter of intent or similar document or any contract or other agreement relating to any Parent Acquisition Transaction; (v) Parent shall have failed to hold the Parent Stockholders' Meeting as promptly as practicable and in any event within forty-five (45) days after the definitive Proxy Statement was filed with the SEC (which 45-day period shall be extended on a day-for-day basis if and for so long as any stop order or other similar action is in place, pending or threatened by the SEC); (vi) a tender or exchange offer relating to securities of Parent shall have been commenced and Parent shall not have sent to its securityholders, within ten (10) Business Days after the commencement of such tender or exchange offer, a statement disclosing that Parent recommends rejection of such tender or exchange offer; (vii) a Parent Acquisition Transaction is publicly announced, and Parent (A) fails to issue a press release announcing its opposition to such Parent Acquisition Transaction within ten (10) Business Days after such Parent Acquisition Transaction is announced or (B) otherwise fails to actively oppose such Parent Acquisition Transaction; or (viii) a Person or group (as defined in the Exchange Act and the rules promulgated thereunder) shall have acquired more than fifty percent (50%) of Parent's voting securities (excluding persons and groups that, as of the date of this Agreement, hold more than fifty percent (50%) of Parent's voting securities or that may be deemed to have acquired such percentage upon execution of the Voting Agreements).
Parent Triggering Event shall be deemed to have occurred if: (a) Parent shall have failed to include in the Proxy Statement the Parent Board Recommendation or shall have made a Parent Board Adverse Recommendation Change; (b) the Parent Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) Parent shall have entered into any letter of intent or similar document relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 4.4); or (d) Parent, or any director or officer of Parent, shall have willfully and intentionally breached the provisions set forth in Section 4.4.
Examples of Parent Triggering Event in a sentence
Nothing contained in this Section 5.3(f) shall be interpreted to affect or otherwise qualify, limit or modify in any way the definition of "Parent Triggering Event" set forth in Section 7.1 hereof.
More Definitions of Parent Triggering Event
Parent Triggering Event shall be deemed to have occurred if: (i) the board of directors of Parent or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to the Company its recommendation in favor of the adoption and approval of the Parent Proposals; (ii) Parent shall have failed to include in the Registration Statement, Parent Proxy Statement and, to the extent required or customarily included in such documents, the applicable Parent French Filings, the recommendation of its board of directors in favor of the adoption and approval of the Parent Proposals; (iii) the board of directors of Parent fails to reaffirm (publicly, if so requested) its recommendation in favor of the adoption and approval of the Parent Proposals within ten (10) business days after the other party hereto reasonably requests in writing that such recommendation be reaffirmed; (iv) the board of directors of Parent or any committee thereof shall have approved or recommended any Parent Acquisition Proposal; or (v) the board of directors of Parent or any committee thereof shall have entered into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Proposal or transaction contemplated thereby.
Parent Triggering Event has the meaning set forth in Section 8.1(g) hereto.
Parent Triggering Event has the meaning assigned in Section 9.3.
Parent Triggering Event shall be deemed to have occurred if: (a) the Parent Board shall have determined that a Parent Superior Offer exists; or (b) Parent shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal.
Parent Triggering Event shall be deemed to have occurred if: (a) Parent shall have failed to include in the Proxy Statement the Parent Board Recommendation or shall have made a Parent Board Adverse Recommendation Change; (b) the Parent Board shall have failed to publicly reaffirm the Parent Board Recommendation within ten (10) calendar days after the Company so requests in writing (it being understood that the Parent Board will have no obligation to make such reaffirmation on more than two (2) separate occasions); (c) the Parent Board or any committee thereof shall have approved, endorsed or recommended any Acquisition Proposal; (d) following the date of this Agreement, Parent shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement); or (e) Parent or any director or officer of Parent shall have willfully and intentionally breached the provisions set forth in Section 4.4 or Section 5.3 of this Agreement.
Parent Triggering Event shall be deemed to have occurred if: (a) Parent shall have failed to include in the Proxy Statement the Parent Board Recommendation or shall have made a Parent Board Adverse Recommendation Change; (b) the Parent Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal (or shall have not publicly recommended against any Acquisition Proposal that is a tender offer or exchange offer within five Business Days after the commencement thereof); or (c) Parent shall have entered into any letter of intent or Contract or similar document contemplating or otherwise relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 4.4).
Parent Triggering Event shall have the meaning assigned to that term in the Merger Agreement.