definiens: means any day other than a Saturday, a Sunday or a day on which banksin New York, New York are authorized or required by applicable Law to be closed ; ( g ) means the Company Board or a committeethereof ( A ) withdrawing ( or modifying or materially qualifying in any manner adverse to Parent, Assertio or Merger Sub)the recommendation or declaration of advisability by the Company Board or any such committee of this Agreement, the Merger or any of the other transactions contemplated hereby, ( B ) failing to include the Company BoardRecommendation in the Joint Proxy Statement that is mailed to the Company ’s stockholders, ( C ) recommending orotherwise declaring advisable the approval by the Company stockholders of any Acquisition Proposal, ( D ) within ten(10 ) Business Days of a tender or exchange offer for shares of Company Common Stock having been commencedthat would have the effect of precluding the Merger, failing to publicly recommend against such tender or exchangeoffer, or ( E ) other than in the context of a tender or exchange offer for shares of Company Common Stock, failing topublicly reaffirm its recommendation of the Merger after the date any Acquisition Proposal or any material modificationthereto ( which request shall only be made once per Acquisition Proposal or material modification ) is first publiclyannounced, within one ( 1 ) Business Day after a request to do so by Assertio