Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Company Recommendation has the meaning set forth in Section 5.3(b).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Change of Recommendation has the meaning set forth in Section 6.3(d).
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).
Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 1.13(f).
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.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Company Notice means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.
Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: Aggregate Reduction Required Notice Period £$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ³$250,000,000 ten Business Days
Superior Proposal has the meaning set forth in Section 5.09(a).
Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.
Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.
Acquisition Notice has the meaning set forth in Section 2.6(a).
Publication Notice means the summary notice of proposed Settlement and hearing for publication substantially in the form attached as Exhibit 3 to Exhibit A.
CFIUS Notice means a joint voluntary notice with respect to the Transactions prepared by the parties hereto and submitted to CFIUS in accordance with the requirements of the CFIUS Statute.
Step-Out Notice has the meaning given to it in Section 8.1.
Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.