definiens: of any Person means any other Person that directly or indirectly, through one ormore intermediaries, controls, is controlled by, or is under common control with, such first Person ; ( c ) means the Assertio Board or the Parent Board or acommittee thereof ( A ) withdrawing ( or modify or materially qualifying in any manner adverse to the Company ) theapproval or declaration of advisability by the Assertio Board, the Parent Board or any such committee of thisAgreement, the Merger or any of the other transactions contemplated hereby or the recommendation of the ParentStock Issuance, ( B ) within ten ( 10 ) Business Days of a tender or exchange offer for shares of Assertio CommonStock or Parent Common Stock having been commenced that would have the effect of precluding the Merger, failingto publicly recommend against such tender or exchange offer, ( C ) failing to include in the Joint Proxy Statement thatis mailed to Assertio ’s stockholders the approval or declaration of advisability by the Assertio Board, the Parent Boardor any such committee of this Agreement, the Merger or any of the other transactions contemplated hereby or therecommendation of the Parent Stock Issuance, ( D ) approving, or recommending or otherwise declaring advisable theapproval by the Assertio stockholders of, any Acquisition Proposal, ( E ) other than in the context of a tender orexchange offer for shares of Assertio Common Stock or Parent Common Stock, failing to publicly reaffirm its approvalof the Merger or its recommendation of the Parent Stock Issuance after the date any Acquisition Proposal or anymaterial modification thereto ( which request shall only be made once per Acquisition Proposal or materialmodification ) is first publicly announced, within one ( 1 ) Business Day after a request to do so by the Company