Change in AuRico Recommendation definition

Change in AuRico Recommendation shall have the meaning ascribed thereto in subsection 4.2(b)(ii);
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Change in AuRico Recommendation means a withdrawal, modification or qualification, or public proposal or statement by AuRico that it intends to withdraw, modify or qualify in any manner adverse to Alamos its recommendation or the unanimous approval, recommendation or declaration of advisability of the approval of the AuRico Board;
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Change in AuRico Recommendation means the AuRico Board’s withdrawal, modification, qualification of, or public proposal or public statement that it intends to withdraw, modify of qualify, in a manner adverse to Northgate, its unanimous recommendation to Shareholders to vote in favour of the Share Issuance Resolution;
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Examples of Change in AuRico Recommendation in a sentence

  • For greater certainty, no Change in AuRico Recommendation shall relieve AuRico from its obligation to proceed to call and hold the AuRico Meeting and to hold the vote on the AuRico Arrangement Resolution (provided that, except as required under applicable Laws, AuRico shall be relieved from its obligations to actively solicit proxies in favour of the Arrangement in such circumstances), except in circumstances where this Agreement is terminated in accordance with the terms hereof.


More Definitions of Change in AuRico Recommendation

Change in AuRico Recommendation means the withdrawal, modification or qualification, or to publicly propose to or publicly state that AuRico intends to withdraw, modify or qualify in any manner adverse to Northgate, its recommendation to all AuRico Shareholders that they vote in favour of the Arrangement, or the approval, recommendation or declaration of advisability of the AuRico Board;
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Related to Change in AuRico Recommendation

  • 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 Recommendation Change shall have the meaning set forth in Section 6.5(d).

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

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

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

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

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

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."

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

  • 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.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • 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.

  • 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.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change in Management means the failure of at least two (2) of Xxxxx X. Xxxxx, D. Xxxxx Xxxx or Xxxx X. Xxxxxxxxx to continue to be active on a daily basis in the management of the Borrower provided that if any such individuals shall die or become disabled the Borrower shall have sixty (60) days to retain a replacement executive of comparable experience which is reasonably satisfactory to the Administrative Agent.

  • 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).

  • Change in Control of the Company means the occurrence of any of the following events:

  • Parent Board means the board of directors of Parent.

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Disciplinary change in placement means a suspension or removal from a student’s current educational placement that is either:

  • Business Combination Proposal has the meaning set forth in Section 5.8.