Auxilium Recommendation means the unanimous recommendation of the Auxilium Board of Directors that Auxilium Stockholders adopt this Agreement.
Parent Recommendation has the meaning set forth in Section 5.2(b).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Adverse Recommendation Change has the meaning set forth in Section 6.02(d).
Company Recommendation has the meaning set forth in Section 5.3(b).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Company Board means the Board of Directors of the Company.
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.
Recommendation means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.
Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
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.
Merger Sub Board means the board of directors of Merger Sub.
Company Superior Proposal shall have the meaning set forth in Section 7.4(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;
Company Board of Directors means the board of directors of the Company.
Required Shareholder Approval has the meaning in Section 2.20.
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Parent Board means the board of directors of Parent.