Common use of Acquisition Proposal Clause in Contracts

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assets, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (D) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (E) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure Schedule.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 2015% or more of the Company’s consolidated assetsassets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 2015% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 2015% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 2015% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (Ai) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assets, (Bii) acquisition or exclusive license of the Key ProductsProduct Candidates, (Ciii) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (Div) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (Ev) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assetsassets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assetsassets or to which 20% or more of the Company’s revenues or earnings are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 20% or more of the outstanding Company Common StockShares, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock Shares or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common StockShares, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer by or from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing such proposal or offer, relating to, in a single transaction or series of related transactions, any (Aa) acquisition or license of assets of the Company Acquired Corporations equal to 20% or more of the Company’s consolidated assetsassets or to which 20% or more of the Company’s revenues or earnings are attributable, (B) acquisition or exclusive license of the Key Products, (Cb) issuance or acquisition of 20% or more of the outstanding Company Common StockShares, (Dc) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock Shares or (Ed) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common StockShares, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (Ai) acquisition or license of assets of the Company Acquired Companies equal to 20% or more of the Company’s Acquired Companies’ consolidated assets, (B) acquisition or exclusive license of the Key Products, (Cii) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (Diii) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (Eiv) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent Buyer and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assetsassets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d23(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company and its Subsidiaries equal to 20% or more of the Company’s consolidated assetsassets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assetsassets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 20% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to 2015% or more of the Company’s consolidated assetsassets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of 2015% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 2015% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 2015% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, ,” within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (A) acquisition or license of assets of the Company equal to more than 20% or more of the Company’s consolidated assetsassets or to which more than 20% of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (C) issuance or acquisition of more than 20% or more of the outstanding Company Common Stock, (DC) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning more than 20% or more of the outstanding Company Common Stock or (ED) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning more than 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, ,” within the meaning of Section 13(d) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any (Ai) acquisition or exclusive license of assets of the Company equal to more than 20% or more of the Company’s consolidated assetsassets or to which more than 20% of the Company’s revenues or earnings on a consolidated basis are attributable, (B) acquisition or exclusive license of the Key Products, (Cii) issuance or acquisition of more than 20% or more of the outstanding Company Common Stock, (Diii) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning more than 20% or more of the outstanding Company Common Stock or (Eiv) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning more than 20% or more of the outstanding Company Common Stock, in each case other than the Transactions and other than the Material Contract marked “*” on Section A of the Company Disclosure ScheduleTransactions.