Recommendation Change definition

Recommendation Change has the meaning set forth in Section 5.3(d).

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Recommendation Change means, following the execution and delivery of the Merger Agreement, a decision or action taken by the board of directors the Company or any committee thereof (collectively, the “Company Board”): (i) to withhold, withdraw, qualify, amend or modify (or publicly propose to withhold, withdraw, qualify, amend or modify), in any manner adverse to the Buyer Consortium members and/or affiliates who are signatories to the Merger Agreement (collectively, “Parent”), the approval, recommendation or declaration of advisability by the Company Board with respect to the Merger Agreement (the “Company Recommendation”) or to fail to include the Company Recommendation in any proxy or information statement sent to shareholders in connection with the Merger Agreement; (ii) to adopt, approve, endorse, recommend or declare advisable, or propose or resolve to adopt, approve, endorse, recommend or declare advisable (publicly or otherwise), any Acquisition Proposal; (iii) following the announcement by a third party of a bona fide Acquisition Proposal by such third party, to fail to reaffirm publicly the Company Recommendation by the later to occur of 10 Business Days prior to the date of the meeting of shareholders to be convened to act upon the Merger Agreement (as such date may have been adjourned or postponed) and 10 Business Days following a request therefor by Parent (or such shorter period as may exist between the date of Acquisition Proposal and the date of such meeting); (iv) to take formal action or make any recommendation or public statement in connection with a tender offer or exchange offer relating to securities of the Company, other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board; (v) within 10 Business Days of a tender or exchange offer relating to securities of the Company having been commenced, to fail to publicly recommend against such tender or exchange offer or fail to publicly reaffirm the Company Recommendation or (vi) to agree to take any of the foregoing actions.

Recommendation Change has the meaning set forth in Section 7.01(b).

Examples of Recommendation Change in a sentence

• Subject to the immediately following sentence, this Agreement shall terminate and be of no further force or effect as of the earliest to occur of (i) the day after the receipt of the Company Stockholder Approvals, (ii) the expiration or termination of the Merger Agreement in accordance with its terms, (iii) June 30, 2008, and (iv) at the election of the Stockholder, upon an Adverse Recommendation Change made by the Board of Directors (or Independent Committee).

• Unless this Agreement is validly terminated in accordance with Section 8.1, the Company will submit this Agreement and the Merger to its stockholders at the Company Stockholder Meeting even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change.

• Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

• No Adverse Recommendation Change shall change the approval of the Company Board for purposes of causing any Takeover Law to be inapplicable to the transactions contemplated by this Agreement.

• This Agreement shall terminate ab initio and be of no further force or effect simultaneously with such termination upon the first to occur of (i) the Closing, (ii) the date and time of the termination of the Merger Agreement in accordance with its terms and (iii) the date and time (if any) at which the Board of Directors of the Company or the Special Committee shall have made an Adverse Recommendation Change in accordance with the terms and provisions of the Merger Agreement.

More Definitions of Recommendation Change

Recommendation Change shall have the meaning as set forth in Section 7.4(a).

Recommendation Change means if (i) the Board of Directors of Seller has received a Takeover Proposal that such Board determines, in good faith by resolution duly adopted, constitutes a Superior Proposal and (ii) the Board determines (after receiving the advice of its outside counsel) in good faith by resolution duly adopted that it is reasonably necessary to withdraw or modify the Board Recommendation to comply with its fiduciary duties to the stockholders of Seller under applicable Law.

Recommendation Change means the withholding, withdrawal, modification or amendment by the Special Committee or the Company Board of the Company Board Recommendation or the recommendation, adoption, or approval of a Takeover Proposal or any resolution, proposal or agreement by the Special Committee or Company Board to undertake any of the foregoing actions;

Recommendation Change has the meaning set forth in §5(h) below.

Recommendation Change means as defined in Section 6.11(b).

Recommendation Change. (the “Company Notice Period”), negotiate with Caladrius in good faith to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer, and (3) if after Caladrius shall have delivered to the Company a written offer to alter the terms or conditions of this Agreement during the Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would result in a breach of its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions of this Agreement); provided that (x) the Company shall be required to provide Caladrius with written notice confirming that the Company Board has determined to change its recommendation during the Company Notice Period, which notice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation Change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer; (y) during any Company Notice Period, Caladrius shall be entitled to deliver to the Company one or more counterproposals to such Acquisition Proposal and the Company will, and cause its Representatives to, negotiate with Caladrius in good faith (to the extent Caladrius desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer; and (z) in the event of any material amendment to any Superior Offer (including any revision in price or percentage of the combined company that the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required to provide Caladrius with notice of such material amendment and the Company Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain in the Notice Period following such notification during which the parties shall comply again with the requirements of this Section 5.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended (it being understood that there may be multiple extensions); or (ii) in the case of a Company Intervening Event, the Company promptly notifies Caladrius, in...

Recommendation Change means change of the recommendation to Moss Lake Shareholders regarding the approval of the Amalgamation by Moss Lake or its directors;