Change Parent definition
Examples of Change Parent in a sentence
If the Parent Board has not made a Parent Adverse Recommendation Change, Parent shall, through the Parent Board, make the Parent Recommendation, and shall include such Parent Recommendation in the Joint Proxy Statement, and use its reasonable best efforts to (i) solicit from its stockholders proxies in favor of the approval of the Parent Stock Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval.
If the Parent Board has not made a Parent Adverse Recommendation Change, Parent shall, through the Parent Board, make the Parent Recommendation, and shall include such Parent Recommendation in the Joint Proxy Statement, and use its reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Parent Stock Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval.
If any loss or damage is suffered prior to Closing to any portion of the Non-Timber Assets which is not a Material Adverse Change, Parent shall at its sole cost and expense repair or replace such damaged or lost assets as soon as reasonably practicable and the Closing shall proceed without delay or adjustment to the Non-Timber Purchase Price on account of such loss or damage.
Unless the Company Board has effected a Company Adverse Recommendation Change, Parent will provide the Company a reasonable opportunity to review and comment on the Offer Documents, and any amendments or supplements thereto, before they are filed with the SEC and disseminated to the Company’s stockholders, and Parent shall give good faith consideration to all the reasonable additions, deletions or changes suggested thereto by the Company.
Notwithstanding any Parent Adverse Recommendation Change, Parent shall nevertheless submit the Share Issuance and the Charter Amendment to the shareholders of Parent for the purpose of obtaining the Parent Shareholder Approval at the Parent Shareholders Meeting and nothing contained herein shall be deemed to relieve Parent of such obligation, unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Shareholders Meeting.
Unless the Board of Directors of the Company has effected a Company Adverse Recommendation Change, Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.
Following any Company Adverse Recommendation Change, Parent may issue press releases or contact any Person without complying with this Section 6.07.
Except following an Adverse Recommendation Change (and except for responses relating to a filing on Schedule 14D-9 to disclose an Adverse Recommendation Change), Parent, Merger Sub and their counsel shall be given a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or any other Governmental Entity or its staff, including a reasonable opportunity to review and comment on any such responses, which comments the Company shall consider in good faith.
Notwithstanding a Parent Adverse Recommendation Change, Parent shall nonetheless submit this Agreement to the Parent shareholders for approval and adoption, unless this Agreement is terminated in accordance with ARTICLE 9.
Since January 28, 2007, except as is consistent with past practice or as is required by law or pursuant to a Combined to Separate Change or a Cox LIFO Change, Parent has not made or changed any material Tax election, settled or compromised any material liability for Taxes, obtained any Tax ruling or materially amended any Tax Return, in each case, relating to any Transferred Company or any of their Subsidiaries if such action would have a material cost to the Purchaser Indemnified Parties after Closing.