Change of Parent Board Recommendation definition

Change of Parent Board Recommendation means the withdrawal, modification or qualification by Parent of the Parent Board Recommendation, in a manner adverse to the consummation of the Merger other than in a circumstance contemplated in Section 7.2(b), Section 7.2(c), Section 7.2(d)(ii), Section 7.3(a), Section 7.3(b), Section 7.3(c) or Section 7.3(d).
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Change of Parent Board Recommendation shall bear the meaning ascribed to it in clause 4.11(a);
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Change of Parent Board Recommendation has the meaning given in Section 5.5(a).
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Examples of Change of Parent Board Recommendation in a sentence

  • Subject to Section 4.2, and notwithstanding anything herein to the contrary, the Parent Board shall recommend that Parent’s shareholders approve the Transactions (the “Parent Board Recommendation”), and Parent shall, unless there has been a Change of Parent Board Recommendation, use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Transactions and obtain the Requisite Shareholder Approval.


More Definitions of Change of Parent Board Recommendation

Change of Parent Board Recommendation. Section 5.2(e) “Closing” Section 1.2 “Closing Date” Section 1.2 “Commitment Letter” Section 4.18(b) “Company” Preamble
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Related to Change of Parent Board Recommendation

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

  • 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).

  • 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).

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

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

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

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

  • Parent Board means the board of directors of Parent.

  • Merger Sub Board means the board of directors of Merger Sub.

  • 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.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

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

  • 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.

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

  • 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.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • 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.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;