Company Change in Recommendation definition

Company Change in Recommendation has the meaning set forth in Section 6.4(c).

Company Change in Recommendation has the meaning ascribed thereto in Section 7.2(a)(iii)(A);

Company Change in Recommendation has the meaning specified in Section 8.02(e).

Examples of Company Change in Recommendation in a sentence

• Unless the Company shall have effected a Company Change in Recommendation in accordance with Section 5.3(c), the Company shall include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger.

• Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).

• It is expressly understood and agreed by all Parties that a “stop, look and listen” or similar communication by the board of directors of Company, or a committee thereof, to the Company’s Stockholders pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed a Company Change in Recommendation.

• For the avoidance of doubt, a Company Change in Recommendation will not limit or otherwise affect the agreements and covenants set forth in the Transaction Support Agreements.

• Unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.7 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Alternative Proposal, or by any Company Change in Recommendation.

More Definitions of Company Change in Recommendation

Company Change in Recommendation shall have the meaning set forth in Section 7.04(c).

Company Change in Recommendation. Section 5.2(c) “Company Contract” Section 2.16(b) “Company Disclosure Schedule” Article 2

Company Change in Recommendation has the meaning set forth in Section 12.01(f)(i).

Company Change in Recommendation has the meaning ascribed to such term in Section 6.1(f)(ii).

Company Change in Recommendation means the determination by the Company Board or any committee thereof to (i) change, withdraw, withhold, qualify or modify, or publicly propose or resolve to change, withdraw, withhold, qualify or modify, the recommendation of the Company Board that the Company Stockholders vote in favor of the approval of this Agreement and the Transactions, (ii) adopt, authorize, approve, declare advisable, endorse or recommend any Company Acquisition Proposal, or (iii) agree to take any of the foregoing actions.

Company Change in Recommendation. Section 5.7.1

Company Change in Recommendation means the Company Board fails to recommend or withdraws, amends, modifies or qualifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to the Buyer, the Company Board Recommendation, or the Company Board accepts, approves, endorses or recommends or publicly proposes to accept, approve, endorse or recommend a Company Acquisition Proposal, or takes no position or remains neutral with respect to, any publicly announced Company Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Company Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be a Company Change in Recommendation provided the Company Board has rejected such Company Acquisition Proposal and affirmed the Company Board Recommendation before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, no later than the later of one Business Day following the public announcement or public disclosure of such Company Acquisition Proposal or the second Business Day prior to the date of the Company Meeting)).