Change of Recommendation Definition: 485 Samples

Change of Recommendation definition

Change of RecommendationÌýhas the meaning set forth in Section 6.3(d).

Change of RecommendationÌýhas the meaning ascribed thereto in Section 6.1(c)(i);

Change of RecommendationÌýshall have meaning set forth in â€ŽSection 6.08(c).

Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Companyâ€™s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained.
Unless extended by mutual agreement of the Shareholder and Hercules, this Agreement shall automatically terminate on the first to occur of: (i) the Outside Date; (ii) the Effective Date; (iii) the date a Change of Recommendation has been effected pursuant to the Arrangement Agreement; and (iv) the date that the Arrangement Agreement is terminated in accordance with its terms.
Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Unless there has been a Parent Change of Recommendation in accordance with Section 6.4, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parentâ€™s stockholders or any other Person to prevent the Parent Stockholder Approval from being obtained.
Without limiting the foregoing, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).

Change of RecommendationÌýshall have the meaning set forth in Section 5.5(e)(i).

Change of RecommendationÌýmeans any of the actions set forth in clauses (A) through (F) of Section 7.2(d)(i).

Change of RecommendationÌýmeans (i) the Company or the Board or any committee thereof shall have withdrawn, qualified or modified, in a manner adverse to the Investors and inconsistent with the obligations of the Company under this Agreement, its approval or recommendation of this Agreement or the Rights Offering Sub-Plan or the transactions contemplated hereby or thereby or (ii) the Company or the Board or any committee thereof shall have approved or recommended, or resolved to approve or recommend (including by filing any pleading or document with the Bankruptcy Court seeking Bankruptcy Court approval of) any Alternate Transaction or Alternate Transaction Agreement.

Change of RecommendationÌýmeans the withholding, withdrawal, amendment, qualification or modification by the Companyâ€™s Board or Directors (or any committee thereof) of its recommendation in favor of the approval and adoption of this Agreement, the approval of the Merger and the other transactions contemplated hereby, and, in the case of a tender or exchange offer made by a third party directly to the Companyâ€™s shareholders, a failure to recommend that the Companyâ€™s shareholders reject such tender or exchange offer.

Change of Recommendation.ÌýSection 5.3(d)

Change of RecommendationÌýhas the meaning set forth in Section 5.8 hereto.

Change of RecommendationÌýshall have the meaning set forth in Section 7.01(c);