Adverse Recommendation Change Notice has the meaning set forth in Section 7.2(b)(ii).
Adverse Recommendation Change Notice shall have the meaning set forth in Section 4.12(c).
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).
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 Board Recommendation has the meaning set forth in Section 5.11(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 8.02(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.
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: 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
Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.