definiens: means any : ( i ) withholding, withdrawal, qualification or modification of ( or any proposalor resolution to withhold, withdraw, qualify or modify ) the [COMPANY] Board Recommendation in any manner adverse toAdamis ; ( ii ) action or statement by [COMPANY], any of its Subsidiaries or any of their respective Representatives in connectionwith [COMPANY] Stockholder Meeting contrary to the [COMPANY] Board Recommendation ; ( iii ) taking any position other thanopposition ( including making no recommendation ), by [COMPANY] ’s Board of Directors with respect to an Acquisition Proposalthat has been publicly disclosed or otherwise become known to any Person other than [COMPANY], Adamis and their respectiveRepresentatives after a reasonable amount of time has elapsed for [COMPANY] ’s Board of Directors to review and make arecommendation with respect thereto ( and in no event more than ten Business Days after being publicly disclosed or otherwisebecome known to any Person other than [COMPANY], Adamis and their respective Representatives ) ; ( iv ) failure of [COMPANY] ’s Boardof Directors to ( A ) if a tender offer, take - over bid or exchange offer that constitutes or would constitute an AcquisitionProposal ( other than by Adamis ) is commenced, recommend that the [COMPANY] stockholders not accept such tender offer, take - over bid or exchange offer after a reasonable amount of time has elapsed for [COMPANY] ’s Board of Directors to review and makea recommendation with respect thereto ( and in no event more than ten Business Days following commencement of such tenderoffer, take - over bid or exchange offer ), or ( B ) reaffirm in writing the [COMPANY] Board Recommendation in connection with adisclosure pursuant to Section 4.5(f ) or otherwise within two Business Days of a request by Adamis to do so ; or ( v ) approval, adoption or recommendation, or publicly disclosed proposal to approve, adopt or recommend, an Acquisition Proposal