Pozen Recommendation means the unanimous recommendation of the Pozen Board of Directors that Pozen Stockholders approve this Agreement.
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).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Company Recommendation has the meaning set forth in Section 5.3(b).
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;
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.
Merger Sub Board means the board of directors of Merger Sub.
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.
Proxy Statement has the meaning set forth in Section 6.03(a).
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.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
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.
Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).
CFIUS means the Committee on Foreign Investment in the United States.
Parent Board means the board of directors of Parent.
CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Responsive Proposal means a Proposal that complies with the material provisions of this RFP.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Public Disclosure means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.