Aegerion Recommendation means the recommendation of the Aegerion Board of Directors that Aegerion Stockholders adopt this Agreement.
Company Recommendation has the meaning set forth in Section 5.3(b).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Adverse Recommendation Change shall have the meaning set forth in Section 6.5(d).
Change of Recommendation has the meaning set forth in Section 6.3(d).
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.
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;
Superior Proposal has the meaning set forth in Section 5.09(a).
Technical Advisory Committee means the external committee to be established and appointed by the Steering Committee to provide technical input for decisions to be taken by the Steering Committee; and
Parent Board means the board of directors of Parent.
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.
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.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
Press Release has the meaning set forth in Section 4.5.
Closing Press Release has the meaning set forth in Section 5.4(b).
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Merger Sub Board means the board of directors of Merger Sub.
Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).
Company Board of Directors means the board of directors of the Company.
Transaction Proposal has the meaning specified in Section 8.02(c).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Competing Proposal shall have the meaning set forth in Section 6.5(f)(i).