Hostile Action definition

Hostile Action means (i) with respect to Voting Securities, any unsolicited offer, tender offer or other acquisition proposal or acquisition of Voting Securities made without the prior consent or invitation of the Board, (ii) any initiation of or participation in any Proxy Solicitation against any action approved by a majority of the Unaffiliated Directors or for any action opposed by the Unaffiliated Directors, or (iii) a failure to vote in favor of the slate of Board nominees recommended by the Board at any time after the PA Law Termination Date; provided that Acquisition Proposals that Buyer is permitted to make under the terms of this Agreement shall not constitute Hostile Actions.
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Hostile Action means an act of violence against a person or property in the
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Examples of Hostile Action in a sentence

  • The network interventions software will also be finalised during the next reporting period, the software will be publically available through the WPD website www.

  • Hostile Action – An act toward ANO or its personnel that includes the use of violent force to destroy equipment, take HOSTAGES, and/or intimidate the licensee to achieve an end.

  • A range of protective actions to protect onsite personnel during a Hostile Action event are developed to ensure the continued ability to safely shut down the reactor(s) and perform the functions of the Emergency Plan.

  • Figure 13.3, Interface Between Functional Areas of Emergency Activity During Hostile Action Based Events, illustrates the interface relationships between on-site and off-site functional areas of emergency response during events requiring use of an off-site Incident Command Post.

  • For a Hostile Action Based (HAB) event, CentraCare Health ambulance service will deploy a representative to the Incident Command Post dependent upon type, location, and scope of the incident, once scene safety is established.

  • The Monticello Fire Department will provide fire and rescue assistance upon request in the event of a fire at the plant and Hostile Action Based (HAB) event.

  • In the case of Hostile Action Events activation of onsite Emergency Response Facilities may be unsafe.

  • Our in-house small molecule and formulations design expertise is positioned to create a steady succession of product candidates that are scalable, efficient to manufacture (by us or a partner or contract manufacturing organization), and produce large scale and high purity active pharmaceutical drug product.

  • During the period commencing on the day after the last day of the Standstill Period and ending on the first day on which Buyer and its Affiliates no longer Beneficially Own 10% of the outstanding Common Stock and no representative of Buyer is a member of the Board (the “Post-Standstill Period”), Buyer shall not, and shall not permit any of its Affiliates to, take any Hostile Action.

  • The disclaimer must be demarcated from the advertising message and be in a font and colour that can be easily read from a reasonable advertising viewer’s distance.

Related to Hostile Action

  • Adverse action means a home or remote state action.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Response Action means the investigation, cleanup, removal, remediation, containment, control, abatement, monitoring of or any other response action to the presence of Regulated Substances or Contamination in, on, at, under or emanating from the Stadium Site, including the correction or abatement of any violation required pursuant to Environmental Laws or by a Governmental Authority.

  • Derivative Action means any Action brought by or in the right of the Corporation and/or an Affiliate.

  • Regulatory Action means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.

  • Affirmative action means action appropriate to overcome the effects of past or present practices, policies, or other barriers to equal employment opportunity.

  • Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be.

  • Avoidance Action means any claim or cause of action of an Estate arising out of or maintainable pursuant to sections 502, 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code or under any other similar applicable law, regardless of whether or not such action has been commenced prior to the Effective Date.

  • Home state action means any administrative, civil, equitable, or criminal action permitted by the home state’s laws which are imposed on a nurse by the home state’s licensening board or other authority, including actions against an individual’s license such as revocation, suspension, probation, or any other action which affects a nurse’s authorization to practice.

  • Corporate Action means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.

  • Avoidance Actions means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws.

  • Corrective action means action taken to eliminate the cause of a potential or real non- conformity or other undesirable situation;

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Legislative action means the development, drafting, introduction, consideration, modification, adoption, rejection, review, enactment or defeat of any bill, resolution, amendment, report, nomination, proposed administrative rule or other matter by the legislature or by either house or any committee, subcom- mittee, joint or select committee thereof, or by a legislator or employee of the legislature acting in an official capacity. “Legis- lative action” also means the action of the governor in approving or vetoing any bill or portion thereof, and the action of the gover- nor or any agency in the development of a proposal for introduc- tion in the legislature.

  • Tort action means a civil action for damages for injury, death, or loss to person or property other than a civil action for damages for a breach of contract or another agreement between persons or government entities.

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Material Action means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Disciplinary Action means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

  • Corrective Action Plan has the meaning set forth in Section II.A.2.

  • Hostile Take-Over means either of the following events effecting a change in control or ownership of the Corporation:

  • Administrative Action has the meaning set forth in paragraph 4(a) of Annex I.

  • Ministerial Action shall have the meaning set forth in Section 3.2.

  • Disinterested witness means a witness other than the spouse, child, parent, sibling, grandchild, grandparent, or guardian of the individual who makes, amends, revokes, or refuses to make an anatomical gift, or another adult who exhibited special care and concern for the individual. The term does not include a person to which an anatomical gift could pass under Section 44‑43‑350.

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.