Recommendation Change Notice definition

Recommendation Change Notice has the meaning set forth in Section 6.1(b).
Sample 1Sample 2Sample 3
Recommendation Change Notice has the meaning assigned to such term in Section 5.2(d) of the Agreement.
Sample 1Sample 2Sample 3
Recommendation Change Notice. (1) stating that the Company has received a Superior Offer that did not result directly or indirectly from a material breach of any of the provisions of Section 4.3 or Section 5.2 or the Confidentiality Agreement, (2) stating that the Company’s board of directors intends to withdraw or modify the Company Board Recommendation (and describing any intended modification of the Company Board Recommendation) or terminate this Agreement pursuant to Section 8.1(i) in order to accept such Superior Offer, (3) specifying the material terms and conditions of such Superior Offer, including the identity of the Person making such Superior Offer and (4) attaching copies of the most current and complete draft of any Contract relating to such Superior Offer and all other documents and written communications relating to such Superior Offer not previously provided to Parent; (G) for four Business Days after receipt by Parent of such Recommendation Change Notice, the Company’s board of directors has not withdrawn or modified the Company Board Recommendation and the Company has not attempted to terminate this Agreement pursuant to Section 8.1(i); (H) throughout such four Business Day period, the Company engages (to the extent requested by Parent) in good faith negotiations with Parent to amend this Agreement in such a manner that the failure to withdraw or modify the Company Board Recommendation, or the failure to terminate this Agreement pursuant to Section 8.1(i) in order to accept such Superior Offer, would not reasonably be expected to be inconsistent with the fiduciary obligations of the Company’s board of directors to the Company’s stockholders under applicable Delaware law; and (I) at the time of withdrawal or modification of the Company Board Recommendation or the termination of this Agreement pursuant to Section 8.1(i) in order to accept such Superior Offer, the Company’s board of directors determines in good faith, after taking into account the advice of an independent financial advisor of nationally recognized reputation and the advice of the Company’s outside legal counsel, that the failure to withdraw or modify the Company Board Recommendation, or the failure to terminate this Agreement pursuant to Section 8.1(i) in order to accept such Superior Offer, would still reasonably be expected to be inconsistent with the fiduciary obligations of the Company’s board of directors to the Company’s stockholders under applicable Delaware law in light of such Superior Offer; pr...
Sample 1Sample 2

Examples of Recommendation Change Notice in a sentence

  • Any material changes with respect to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(g) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new two (2) Business Day period.

  • Any material changes with respect to such events, facts or circumstances mentioned above, or material changes to the financial terms of such Superior Proposal, as the case may be, occurring prior to the Company's effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(h) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new five (5) day period.

  • In the event of any material revisions to the terms of the Superior Proposal, the Company shall be required to deliver a new Recommendation Change Notice to the Parent and to comply with the requirements of this ‎Section 5.3 with respect to such new Recommendation Change Notice, and the three (3) Business Day-period referred to in clause (vi) shall be deemed to have re-commenced on the date of such new notice.

  • Any material changes to the financial terms of such Superior Proposal occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(j) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new three (3) Business Day period during which the Company must comply with clauses (A) through (C) of this Section 5.4(f).

  • Any material changes with respect to such Intervening Event mentioned above, or material changes to the terms of such Superior Proposal, as the case may be, occurring prior to the Company’s effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(i) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new three (3) Business Day period.

  • If an Adverse Recommendation Change Determination is not made at the end of such four (4) Business Day period, the Adverse Recommendation Change Notice shall be deemed withdrawn.

  • Any material changes with respect to such events, facts or circumstances mentioned above, or material changes to the financial terms of such Superior Proposal, as the case may be, occurring prior to the Company effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(i) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new three (3) Business Day period.

  • Notwithstanding anything herein to the contrary, should Acquisition respond to the Recommendation Change Notice within such fifteen (15) Business Day period with a proposal equivalent to the proposed Superior Proposal, then the revised proposal from Acquisition shall be recommended by the Company Board as the Company Board Recommendation.

  • They “agree that the most influential dimensions of total quality management include: a) top management support, b) employee involvement, c) continuous improvement, and d) customer focus”.

  • In the event of any material changes to the facts and circumstances of such Intervening Event, the Company shall be required to deliver a new Recommendation Change Notice to the Parent and to comply with the requirements of this Section 5.3 with respect to such new Recommendation Change Notice, and the three (3) Business Day-period referred to in clause (iii) shall be deemed to have re-commenced on the date of such new notice.


More Definitions of Recommendation Change Notice

Recommendation Change Notice shall have the meaning set forth in Section 5.2(d)(i).
Sample 1Sample 2
Recommendation Change Notice. Section 5.3(e)
Sample 1Sample 2
Recommendation Change Notice has the meaning set forth in Section 5.3(e)(i).
Sample 1Sample 2
Recommendation Change Notice shall have the meaning given such term in Section 7.2(e).
Sample 1

Related to Recommendation Change Notice

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

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

  • Change Notice is defined in Section 3.5(a) of this Agreement.

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

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

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

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

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

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

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

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

  • 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.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

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

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

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days

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

  • 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).

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

  • Publication Notice means the summary notice of proposed Settlement and hearing for publication substantially in the form attached as Exhibit 3 to Exhibit A.

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

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

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

  • Change of Scope Notice shall have the meaning set forth in Clause 13.2 (i); “Change of Scope Request” shall have the meaning set forth in Clause 13.2 (ii); “Change of Scope Order” shall have the meaning set forth in Clause 13.2 (iv); “Completion Certificate” shall have the meaning set forth in Clause 12.2; “Construction” shall have the meaning set forth in Clause 1.2 (f);