Auxilium Recommendation means the unanimous recommendation of the Auxilium Board of Directors that Auxilium Stockholders adopt this Agreement.
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 5.03(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).
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 approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
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.
Business Combination Proposal has the meaning set forth in Section 5.8.