Modification in Recommendation definition

Modification in Recommendation has the meaning specified in Section 8.2(b).
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Modification in Recommendation means any withdrawal, amendment, qualification or modification of the CHFW Board Recommendation for each of the Required Transaction Proposals in a manner adverse to the Company and Merger Sub.
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Modification in Recommendation has the meaning set forth in Section 10.10(e).
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Examples of Modification in Recommendation in a sentence

  • If requested by the Company, OmniLit will, and will use its reasonable best efforts to cause its representatives to, during the Intervening Event Notice Period, engage in good faith negotiations with the Company and its representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Modification in Recommendation.

  • To the fullest extent permitted by applicable Law, Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting shall not be affected by any Modification in Recommendation and Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting and submit for approval the Transaction Proposals irrespective of whether a Modification in Recommendation has occurred.

  • These students should not have to risk their own physical liberty—and that of their families—in order to tell their stories.C. Rescinding DACA Deprives the Nation of Invaluable ResourcesThe DACA students at amici institutions—and the many thousands more enrolled at other colleges and universities—are by definition the product of this nation’s education system and the communities that support it.

  • Except as expressly permitted by Section 7.5, neither the Parent Board nor any committee thereof shall effect a Modification in Recommendation.

  • For the avoidance of doubt, a “stop, look and listen” disclosure or similar communications of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be a Modification in Recommendation.

  • Subject to SMMC’s ability to effect a SMMC Modification in Recommendation, SMMC (i) shall use its reasonable best efforts to obtain the approval of the SMMC Proposals at the SMMC Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the SMMC Proposals, and (ii) shall use its reasonable best efforts take all other action necessary or advisable to secure the required vote or consent of its stockholders.

  • The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in Recommendation.

  • SMMC’s obligations under this Section 7.02 to call and hold the SMMC Stockholders’ Meeting with respect to all SMMC Proposals shall not be affected by any SMMC Modification in Recommendation.

  • To the fullest extent permitted by applicable Law, (x) SPAC’s obligations to establish a record date for, duly call, give notice of, convene and hold SPAC Extraordinary General Meeting shall not be affected by any Modification in Recommendation, save for any Permitted Withdrawal, and (y) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold SPAC Extraordinary General Meeting and submit for approval the Transaction Proposals.

  • The Clerk has the right to use any or all ideas presented in any reply to this RFP.


More Definitions of Modification in Recommendation

Modification in Recommendation has the meaning specified in Section 6.07(b).
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Related to Modification in Recommendation

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

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

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

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

  • Change of Recommendation has the meaning set forth in Section 6.3(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).

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

  • 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;

  • Major Amendment means any change which is not a minor amendment.

  • Amendment means a written agreement, signed by the Parties, which documents changes to the Contract other than those permitted by Work Orders.

  • Required Modification is defined in Section 10.1(a) of the Lease.

  • Material Modification means any modification to an Interconnection Request that has a material adverse effect on the cost or timing of Interconnection Studies related to, or any Network Upgrades or Local Upgrades needed to accommodate, any Interconnection Request with a later Queue Position.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Permit modification means a revision to a Title V operating permit that cannot be accomplished under the provisions for administrative permit amendments found at rule 567—22.111(455B). A permit modification for purposes of the acid rain portion of the permit shall be governed by the regulations pertaining to acid rain found at rules 567—22.120(455B) to 567—22.147(455B). This definition of “permit modification” shall be used solely for purposes of this chapter governing Title V operating permits.

  • Substantial modification means modification of a relevant source that results in a significant increase in emissions, excluding any change in emissions resulting from by-product recovery. It shall be a matter for the Party to decide whether a modification is substantial or not;

  • Modification are defined in Section 2.19.1.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Merger Agreement has the meaning set forth in the Recitals.

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

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • 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.

  • Modification Guidelines has the meaning provided in Section 2.1(a) of this Single Family Shared-Loss Agreement.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.