Examples of Parent Recommendation Change in a sentence
Notwithstanding any Parent Recommendation Change, but subject to Parent’s right to terminate this Agreement pursuant to Section 7.1(j) (Parent Superior Proposal), Parent shall hold the Parent Stockholder Meeting in accordance with Section 5.5.
So long as there has not been a Parent Recommendation Change, Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of the Share Issuance and the Merger and the adoption of this Agreement.
Unless this Agreement is validly terminated in accordance with Section 8.1, Parent’s obligation to call, give notice of and hold the Parent Stockholders’ Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Disruptive Parent Superior Offer or other Disruptive Parent Acquisition Proposal, by any Parent Change in Circumstances or by any Parent Recommendation Change.
Unless a Parent Recommendation Change is effected in accordance with Section 7.1(b), the Proxy Statement shall include the Parent Recommendation.
Unless a Parent Recommendation Change is effected in accordance with Section 7.1(b), Parent shall use its reasonable best efforts to solicit from its stockholders votes in favor of the Parent Stockholder Approvals.
Unless Parent’s board of directors has made a Parent Recommendation Change in accordance with Section 5.3(f), the Joint Proxy Statement/Prospectus shall include the Parent Board Recommendation.
Notwithstanding any Parent Recommendation Change, Parent shall be required to duly call, give notice of, convene and hold the Stockholders Meeting and submit to a vote of Parent’s stockholders one (1) or more proposals to obtain the Parent Stockholder Approvals (the “Approval Proposal”) and nothing contained herein shall be deemed to relieve Parent of any such obligation unless this Agreement has been validly terminated pursuant to the terms hereof.
In the event this Agreement is terminated by the Company pursuant to Section 7.1(g) (Parent Triggering Event) in connection with a Parent Recommendation Change that relates to an Intervening Event, then Parent shall pay to the Company, in cash within two (2) business days after such termination, a fee in an amount equal to $70,700,000 (the “ Regular Parent Termination Fee”).
Making an Adverse Parent Recommendation Change shall not relieve Parent of its obligation to hold the Parent Shareholders Meeting to seek the Parent Shareholder Approvals in accordance with Section 8.06.
Notwithstanding any Parent Recommendation Change, this Agreement shall be submitted to the stockholders of Parent at the Parent Stockholder Meeting and nothing contained herein shall be deemed to relieve Parent of such obligation unless this Agreement has been validly terminated pursuant to the terms hereof.