Adverse Recommendation Action definition

Adverse Recommendation Action has the meaning set forth in Section 5.09(c).
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Adverse Recommendation Action is defined in Section 7.10(D).
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Adverse Recommendation Action means: (a) a failure to make the recommendation and/or failure to give the undertaking referred to in clause 3.1 of this Schedule 8; or (b) a public or private communication (other than to another Trilogy Director or to a Trilogy Officer) that signifies an adverse change, adverse qualification or withdrawal of recommendation or undertaking or the making of any public or private statement (other than to another Trilogy Director or to a Trilogy Officer) inconsistent with that recommendation or that undertaking; or (c) a public or private recommendation or endorsement (other than to another Trilogy Director) of a Competing Proposal, in each case, regardless of whether or not there is a Superior Proposal. Associate has the meaning given to that term in section 12 of the Financial Markets Conduct Xxx 0000; Competing Proposal means any expression of interest, proposal, offer, transaction, agreement or arrangement under which, if the expression of interest, proposal, offer, transaction, agreement or arrangement is entered into or completed substantially in accordance with its terms: (a) a Third Party will (either alone or together with any Associate), directly or indirectly (including as a result of a change of control of TIP Inc): (i) acquire or obtain a right to acquire a legal, beneficial, economic or voting interest in (including by way of equity swap, contract for difference or similar transaction or arrangement) one or more of the ordinary shares in the Company owned by TINZ, provided that this will exclude a beneficial or economic interest in the Company obtained indirectly by an acquisition of less than 20% of the ordinary shares in TIP Inc; (ii) acquire, obtain a right to acquire, or otherwise obtain a legal, beneficial or economic interest in all or a substantial part of the assets or business of the Group (taken as a whole); (iii) be stapled to, or merge with, the Company or any other material operating Group Company; or Page 102 (b) the Vendors would be required to abandon or otherwise fail to proceed with the Transaction, or otherwise having the result that the Transaction is not reasonably able to be implemented, by whatever means, whether by way of an acquisition, take-over bid, capital reduction, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, any debt for equity arrangement or other transaction or arrangement. Exclusivity Period means the period ...
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Examples of Adverse Recommendation Action in a sentence

  • In addition to and not in limitation of FBMS’s termination rights under Section 7.01(e), by FBMS if (i) there shall have been a material breach of Section 5.04 or Section 5.09 by SWGB, or (ii) the board of directors of SWGB takes an Adverse Recommendation Action.

  • In addition to and not in limitation of FBMS’s termination rights under Section 7.01(e), by FBMS if (i) there shall have been a material breach of Section 5.04 or Section 5.09 by BBI, or (ii) the board of directors of BBI takes an Adverse Recommendation Action.

  • In addition to and not in limitation of FBMS’s termination rights under Section 7.01(d), by FBMS if (i) there shall have been a material breach of Section 5.04 or Section 5.09 by HSBI, or (ii) the board of directors of HSBI takes an Adverse Recommendation Action.

  • In addition to and not in limitation of SMBK’s termination rights under Section 7.01(e), by SMBK if (i) there shall have been a material breach of Section 5.04 or Section 5.09 by PFG, or (ii) the board of directors of PFG takes an Adverse Recommendation Action.

  • In addition to and not in limitation of SMBK’s termination rights under Section 7.01(e), by SMBK if (i) there shall have been a material breach of Section 5.04 or Section 5.09 by SCB, or (ii) the board of directors of SCB takes an Adverse Recommendation Action.

Related to Adverse Recommendation Action

  • Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d).

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

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

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

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

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

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

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

  • Adverse action means a home or remote state action.

  • Company Board means the Board of Directors of the Company.

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

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

  • 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.

  • Adverse decision means a decision reducing,

  • Transaction Litigation means any Legal Proceeding commenced or threatened against a Party or any of its Subsidiaries or Affiliates (and/or their respective directors and/or executive officers) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to the Transaction or the consummation thereof, other than any Legal Proceedings among the Parties or their Affiliates related to this Agreement.

  • 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.

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

  • Regulatory Action means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Company Board of Directors means the board of directors of the Company.

  • Disclosure Statement Order means the order of the Bankruptcy Court approving the Disclosure Statement.

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.