Change of Board Recommendation has the meaning set forth in Section 6.3(a).
Change of Board Recommendation. Section 5.3(a) “Closing” Section 1.5 “Closing Date” Section 1.5 “Company” Preamble “Company Benefit Plan” Section 3.11(a) “Company Board” Recitals
Change of Board Recommendation. Section 5.3(e) “Closing” Section 1.2
Examples of Change of Board Recommendation in a sentence
The issuance by the Company or the Company Board of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, shall not constitute a Change of Board Recommendation.
Parent shall not have, within the Intervening Event Notice Period, proposed in writing to modify the terms and conditions of this Agreement in a manner that the Company Board has in good faith determined (after consultation with the Company’s outside legal counsel and financial advisors) would obviate the need for the Company Board to effect such Change of Board Recommendation.
Except to the extent that the Company Board shall have effected a Change of Board Recommendation, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval and shall include in the Proxy Statement/Prospectus the Company Board Recommendation.
In the Federal Republic of Germany, there are 16 states (‘ Länder’).
The name of this joint power’s entity developed through a joint powers agreement for managing the Cannon River Watershed shall be the Cannon River Watershed Joint Powers Board (CRWJPB), acting on behalf of the Cannon River Watershed Joint Power’s Organization (CRWJPO).
More Definitions of Change of Board Recommendation
Change of Board Recommendation means (a) the withdrawal or modification or qualification of the Company Board Recommendation or any public proposal to withdraw, modify or qualify the Company Board Recommendation, (b) the approval, authorization or recommendation by the Company Board or any committee thereof of any Acquisition Proposal or any public proposal by the Company Board or any committee thereof to approve, authorize or recommend any Acquisition Proposal, (c) the failure to include the Company Board Recommendation in the Schedule 14D-9 or in the Proxy Statement when disseminated to the holders of Shares, (d) the failure by the Company, within ten (10) Business Days of the public announcement of the commencement of a tender or exchange offer for Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) by a Person other than Parent or any of its Subsidiaries, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer, or (e) the failure by the Company Board to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after receiving a written request from Parent to provide such public reaffirmation following public disclosure of an Acquisition Proposal (or, if earlier (but still, after a written request delivered by Parent to the Company at least forty-eight (48) hours prior to the then-scheduled Expiration Time, or the EGM or any Subsequent EGM, as applicable), prior to the then-scheduled Expiration Time, or the EGM or any Subsequent EGM, as applicable); provided, that, Parent may deliver only one (1) such request with respect to any Acquisition Proposal subject to this clause (e) (it being understood that any change to the financial terms or any other material terms of any such Acquisition Proposal, shall constitute a new Acquisition Proposal for this purpose).
Change of Board Recommendation. Section 5.3(e) “Closing” Section 1.2 “Closing Date” Section 1.2
Change of Board Recommendation means the Company Board, directly or indirectly, (i) failing to include the Company Board Recommendation in the Proxy Statement, (ii) approving, endorsing or recommending, or proposing publicly to approve, endorse or recommend, any Acquisition Proposal, (iii) withholding or withdrawing (or modifying in a manner that is adverse to Parent) or formally resolving to effect or publicly announcing an intention to withhold or withdraw (or modifying in a manner that is adverse to Parent), the Company Board Recommendation, (iv) following the date on which any Acquisition Proposal made after the date hereof or any material modification thereto is publicly disclosed, failing to issue a press release that reaffirms the Company Board Recommendation within five (5) Business Days following the Company’s receipt of Parent’s written request to do so (which request may only be made once with respect to any such Acquisition Proposal and each material modification thereto), (v) failing to recommend against any Acquisition Proposal that is a tender or exchange offer within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender or exchange offer or (vi) resolving, agreeing or publicly proposing to do any of the foregoing.
Change of Board Recommendation. Section 5.3(d) “Clearance Date” Section 5.4(b) “Closing” Section 1.2 “Closing Date” Section 1.2 “Company” Preamble “Company Aircraft” Section 3.26(a) “Company Aircraft Finance Contract” Section 3.26(e) -55-
Change of Board Recommendation. Section 5.4(a) “Claim” Section 5.9(a)
Change of Board Recommendation means (a) the withdrawal, withholding, qualification or modification in a manner adverse to Parent or Merger Sub, or the public announcement of the withdrawal, withholding, qualification or modification in a manner adverse to Parent or Merger Sub, of the Company Board Recommendation, (b) approving or recommending, or resolving to or publicly proposing to approve, endorse or recommend, any Acquisition Proposal, (c) the failure, by the Company, within ten (10) Business Days of the commencement of a tender or exchange offer for Shares that constitutes an Acquisition Proposal by a Person other than Parent or any of its Affiliates, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal (including by taking no position or a neutral position with respect to such Acquisition Proposal) and not tender any Shares into such tender or exchange offer, (d) the failure to include in the Proxy Statement the Company Board Recommendation, or (e) the failure by the Company Board or a committee thereof to publicly reaffirm the Company Board Recommendation within five (5) Business Days of receiving a written request from Parent to provide such public reaffirmation.
Change of Board Recommendation means (a) the withdrawal, qualification or modification (in a manner adverse to Parent or Purchaser) of the Company Board Recommendation or the public announcement of any proposal to withdraw, qualify or modify (in a manner adverse to Parent or Purchaser) the Company Board Recommendation (or any resolution or agreement to take any such action), (b) the failure by the Company, within ten (10) Business Days of the commencement of a tender or exchange offer for Shares that constitutes an Acquisition Proposal by a Person other than Parent or any of its Affiliates, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer, (c) the adoption, endorsement, approval or recommendation (or any public proposal with respect to the same) of any Acquisition Proposal (or any resolution or agreement to take such action), (d) the failure to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the holders of Shares pursuant to the terms herein or (e) the failure by the Company Board or a committee thereof to publicly reaffirm the Company Board Recommendation upon receiving a written request from Parent to provide such public reaffirmation following receipt by the Company of a publicly announced Acquisition Proposal by the earlier of ten (10) Business Days following such written request or two (2) Business Days prior to the then-scheduled Expiration Date; provided that Parent may deliver only one (1) such request with respect to any single Acquisition Proposal (other than with respect to material amendments, modifications or supplements thereto).