Transfer Recommendations definition

Related to Transfer Recommendations

Company Recommendation has the meaning set forth in Section 5.3(b).
Adverse Recommendation Change has the meaning assigned in Section 5.7(f).
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).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
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).
Company Board means the Board of Directors of the Company.
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.
Fairness Opinion has the meaning set forth in Section 4.22.
Business Combination Proposal has the meaning set forth in Section 5.8.
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.
Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).
Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.
Company Board of Directors means the board of directors of the Company.
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Transaction Proposals has the meaning specified in Section 8.2(b).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Required Shareholder Approval has the meaning in Section 2.20.
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.
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Board Certificate means the certificate dated the date of this opinion attached to this opinion as Annex 2.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).