Common use of Acquisition Proposal Clause in Contracts

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 15% or more of the Company’s consolidated assets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 15% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 15% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 15% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 1520% or more of the Company’s consolidated assets or to which 1520% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 1520% or more of the outstanding Company Common StockShares, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock Shares or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common StockShares, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 1520% or more of the Company’s consolidated assets or to which 1520% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer by or from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing such proposal or offer, relating to, in a single transaction or series of related transactions, any (Aa) acquisition or license of assets of the Company Acquired Corporations equal to 1520% or more of the Company’s consolidated assets or to which 1520% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (Bb) issuance or acquisition of 1520% or more of the outstanding Company Common StockShares, (Cc) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock Shares or (Dd) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common StockShares, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 1520% or more of the Company’s consolidated assets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributableassets, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (CD) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (DE) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the TransactionsTransactions and other than the Material Contract marked “*” on Section A of the Company Disclosure Schedule.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (Ai) acquisition or license of assets of the Company equal to 1520% or more of the Company’s consolidated assets assets, (ii) acquisition or to which 15% or more exclusive license of the Company’s revenues or earnings on a consolidated basis are attributableProduct Candidates, (Biii) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (Civ) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (Dv) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, ,” within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 15more than 20% or more of the Company’s consolidated assets or to which 15more than 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 15more than 20% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 15more than 20% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 15more than 20% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 15% or more of the Company’s consolidated assets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 15% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 15% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 15% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (Ai) acquisition or license of assets of the Company Acquired Companies equal to 1520% or more of the Company’s Acquired Companies’ consolidated assets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributableassets, (Bii) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (Ciii) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (Div) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company and its Subsidiaries equal to 1520% or more of the Company’s consolidated assets or to which 1520% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 1520% or more of the Company’s consolidated assets or to which 1520% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, ,” within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (Ai) acquisition or exclusive license of assets of the Company equal to 15more than 20% or more of the Company’s consolidated assets or to which 15more than 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (Bii) issuance or acquisition of 15more than 20% or more of the outstanding Company Common Stock, (Ciii) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 15more than 20% or more of the outstanding Company Common Stock or (Div) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 15more than 20% or more of the outstanding Company Common Stock, in each case other than the Transactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent Buyer and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company and its Subsidiaries equal to 1520% or more of the Company’s consolidated assets or to which 1520% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of 1520% or more of the outstanding Company Common Stock, (C) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 1520% or more of the outstanding Company Common Stock, in each case other than the Transactions.