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
Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Company.
The restrictions of this Section 5.9 do not apply to a press release or announcement issued by the Company in connection with, or following, an Acquisition Proposal or a Change of Board Recommendation made in compliance with Section 5.3 and Parent shall not be required by this Section 5.9 to consult with or obtain prior consent of the Company with respect to any press release or announcement responsive to any press release or announcement issued by the Company pursuant to this sentence.
More Definitions of Change of Board Recommendation
Change of Board Recommendation means to (i) withhold, withdraw, qualify or modify, or publicly propose or publicly announce any intention to withhold, withdraw, qualify or modify, in a manner adverse to Parent or Acquisition Sub, the Company Board Recommendation; (ii) fail to include the Company Board Recommendation in (or remove from) the Schedule 14D-9; (iii) approve, endorse or recommend, or publicly propose or publicly announce any intention to approve, endorse or recommend, any Acquisition Proposal; (iv) fail to recommend against acceptance of any tender offer or exchange offer that is publicly disclosed (other than by Parent, Acquisition Sub or their Affiliates) prior to the date that is four Business Days after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act or recommend that all Stockholders tender their respective Shares in such tender offer or exchange offer; or (v) following the date any Acquisition Proposal or any material modification thereto is first made public or sent or given to the Stockholders, fail to issue a press release stating that the Company Board Recommendation has not changed within four Business Days following 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), in case of each of clauses (i), (ii), (iii), (iv), and (v) above by or on behalf of the Company, the Company Board or any committee thereof; provided, however, that neither (x) a termination of this Agreement by the Company pursuant to Section 10.01(b), nor (y) a customary “stop, look and listen” or similar communication by the Company Board of the type contemplated by Rule 14d-9(f) under the Exchange Act shall, in each case, in and of itself constitute a Change of Board Recommendation.
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 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).
Change of Board Recommendation means (i) the withdrawal, amendment, modification or qualification of the Olink Board’s recommendation regarding the transactions or any public proposal to withdraw, or amend, modify or qualify the Olink Board’s recommendation, in each case under this clause (i), in a manner adverse to Parent or Buyer, (ii) the failure to include the Company Board Recommendation in the Solicitation/Recommendation Statement on Schedule 14D-9 disseminated to holders of the Offer Securities, (iii) the approval, authorization or recommendation by the Company Board of any Acquisition Proposal (as defined below) or any public proposal by the Company Board to approve, authorize or recommend any Acquisition Proposal or (iv) if any Acquisition Proposal is structured as a tender offer or exchange offer for the outstanding equity interests of the Company and is commenced pursuant to Rule 14d-2 under the Exchange Act (other than by Parent or an Affiliate of Parent), the failure to recommend, within ten (10) business days after such commencement, against acceptance by the shareholders of the Company of such tender offer or exchange offer.
Change of Board Recommendation means (a) the withdrawal, withholding, qualification or modification in a manner adverse to Parent or Purchaser, or the public announcement of the withdrawal, withholding, qualification or modification in a manner adverse to Parent or Purchaser, of the Radius Board Recommendation, (b) approving or recommending, or resolving to or publicly proposing to approve, endorse or recommend, any Acquisition Proposal, (c), the failure, by Radius, within ten 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, or (d) the failure by the Radius Board or a committee thereof to publicly reaffirm the Radius Board Recommendation within five business days of receiving a written request from Parent to provide such public reaffirmation.