Qualifying Amendment definition
Qualifying Amendment means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the Company Recommendation, (ii) a statement of the reasons of the Board of Directors of the Company for making such Change in the Company Recommendation and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (a) a Change in the Parent Recommendation or a Change in the Company Recommendation (as the case may be), (b) a statement of the reasons of the Board of Directors of Parent or Company (as the case may be) for making such a Change in the Parent Recommendation or Change in the Company Recommendation (as the case may be) and (c) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the SPSS Recommendation or a Change in the ShowCase Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of SPSS or ShowCase (as the case may be) for making such Change in the SPSS Recommendation or Change in the ShowCase Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. SPSS will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to SPSS stockholders, and ShowCase will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to ShowCase's shareholders, in each case after the Form S-4 is declared effective under the Securities Act. SPSS shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and ShowCase shall furnish all information concerning ShowCase and the holders of ShowCase Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the SPSS Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to SPSS or ShowCase, or any of their respective affiliates, officers or directors, should be discovered by SPSS or ShowCase which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be pro...
Examples of Qualifying Amendment in a sentence
In connection with a Change in Molson Recommendation, ▇▇▇▇▇▇ may amend or supplement the Joint Proxy Statement/Circular (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in Molson Recommendation.
A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation, (ii) a statement of the reasons of the CIMA Board for making such Change in the CIMA Recommendation and (iii) additional information reasonably related to the foregoing.
The Company, in connection with a Company Change of Recommendation pursuant to Section 5.5, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations.
In connection with a Change in Coors Recommendation, Coors may amend or supplement the Joint Proxy Statement/Circular (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in Coors Recommendation.
In connection with a Change in Recommendation, SCI may amend or supplement the Proxy Circular (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in Recommendation.
More Definitions of Qualifying Amendment
Qualifying Amendment has the meaning set forth in Section 6.1.
Qualifying Amendment means an amendment or supplement to the Proxy Statement to the extent it contains (i) a Change of Board Recommendation, (ii) a statement of the reasons of the Company Board for making such Change of Board Recommendation and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the ▇▇▇▇▇▇▇▇ Recommendation or a Change in the Tosco Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ (as the case may be) for making such Change in the ▇▇▇▇▇▇▇▇ Recommendation or Change in the Tosco Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Joint Proxy Statement/Prospectus relating to Synacor, the Joint Proxy Statement/Prospectus relating to Qumu or the Registration Statement (including by incorporation by reference) to the extent it contains (i) a Synacor Board Recommendation Change or a Qumu Board Recommendation Change (as the case may be); (ii) a statement of the reasons of the board of directors of Synacor or Qumu (as the case may be) for making such Synacor Board Recommendation Change or Qumu Board Recommendation Change (as the case may be); and (iii) additional information reasonably related to the foregoing.
Qualifying Amendment shall have the meaning given thereto in Section 6.01(b).
Qualifying Amendment means an amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent it contains (a) an Adverse Recommendation Change, (b) a statement of the reason of the Board of Directors of the Company for making such Adverse Recommendation Change, (c) a factually accurate statement by the Company that describes the Company’s receipt of a Company Takeover Proposal or Superior Proposal, the terms of such proposal and the operation of this Agreement with respect thereto, and (d) additional information reasonably related to the foregoing.
Qualifying Amendment means an amendment or supplement to the Proxy Statement/Prospectus (including by incorporation by reference) to the extent that it contains (i) a Change in the NYBOT Recommendation, (ii) a statement of the reasons of the Board of Directors of NYBOT for making such Change in the NYBOT Recommendation and (iii) additional information reasonably related to the foregoing.