Adverse Recommendation Change definition

Adverse Recommendation Change has the meaning assigned in Section 5.7(f).

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

Adverse Recommendation Change shall have the meaning as set forth in Section 7.1(b) of the Agreement.

Examples of Adverse 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).

• 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.

• Unless the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.03, the Company Board shall make the Board Recommendation and use its reasonable best efforts to obtain the Stockholder Approval, and the Company shall otherwise comply with all Applicable Laws applicable to the Stockholder Meeting.

• 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.

• Except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change as permitted by Section 5.04 hereof, the Company Proxy Statement shall include the Company Board Recommendation.

More Definitions of Adverse Recommendation Change

Adverse Recommendation Change. Section 5.3(e) “Agreement” Preamble

Adverse Recommendation Change has the meaning ascribed thereto in Section 5.1(1)(c).

Adverse Recommendation Change has the meaning ascribed to such term in Section 4.06(e).

Adverse Recommendation Change has the meaning ascribed thereto in the Acquisition Agreement;

Adverse Recommendation Change has the meaning set forth in Section 7.3(c).

Adverse Recommendation Change. “Adverse Recommendation Change” shall have the meaning set forth in Section 5.3(f).

Adverse Recommendation Change has the meaning set forth in Section 4.03(g).