If an Adverse Recommendation Change Determination is not made at the end of such four (4) Business Day period, the Adverse Recommendation Change Notice shall be deemed withdrawn.
Adverse Recommendation Change has the meaning set forth in Section 6.02(d).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Company Recommendation has the meaning set forth in Section 5.3(b).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Parent Recommendation has the meaning set forth in Section 5.2(b).
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Change Notice is defined in Section 3.5(a) of this Agreement.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Fundamental Change Notice has the meaning specified in Section 3.05(b).
ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;
Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Transaction Proposal has the meaning specified in Section 8.02(c).
Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).
Superior Proposal has the meaning set forth in Section 5.09(a).
Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.
Company Board means the Board of Directors of the Company.
Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.
Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.
Adverse action means a home or remote state action.
Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.
Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days