Definition of Acquisition Proposal. For the purposes of the Agreement, “Acquisition Proposal” means any proposal or offer made by any person, whether written or oral, other than First Majestic (or any affiliate of First Majestic or any person acting in concert with First Majestic or any affiliate of First Majestic) with respect to:
Definition of Acquisition Proposal. For the purposes of this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by the Definitive Agreement, the transactions comprising the EHT Realization Process and any transaction involving only EHT and/or one or more of its wholly-owned Subsidiaries, any written or oral offer, proposal, expression of interest or inquiry to EHT or its shareholders from any person or group of persons (other than SKYE or any of its Subsidiaries) made after the date hereof relating to:
(a) any direct or indirect acquisition or sale (or lease, exchange, license, transfer or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of: (a) assets of EHT (including, without limitation, shares of one or more of its Subsidiaries) and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of EHT and its Subsidiaries or that contribute 20% or more of the consolidated revenue or net income of EHT and its Subsidiaries; or (b) 20% or more of any class of outstanding voting or equity securities (or rights thereto) (and including securities convertible into or exercisable or exchangeable for voting or equity securities) of EHT;
(b) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a person or group of persons acquiring beneficial ownership of 20% or more of any class of voting or equity securities of EHT (and including securities convertible into or exercisable or exchangeable for voting or equity securities);
(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving EHT or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of EHT and its Subsidiaries or that contribute 20% or more of the consolidated revenue of EHT and its Subsidiaries; or
(d) any other similar transactions involving EHT economically and functionally equivalent to the foregoing.
Definition of Acquisition Proposal. For purposes of this Section 8.3 (Termination Payments; Expense Reimbursement), “Company Acquisition” shall mean an Acquisition Proposal, except that references therein to “20%” shall be replaced by “50.1%.”
Definition of Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the Purchaser or any of its affiliates with respect to the Southern Business or the Stock Purchaser or any of its affiliates with respect to the Northern Business) relating to (i) any merger, consolidation, recapitalization, tender offer, liquidation or other direct or indirect business combination involving the Sellers, (ii) any acquisition of shares of capital stock or other equity securities of any of the Sellers or any of the Southern Entities, or (iii) any acquisition, license, purchase or other disposition of a substantial portion of the business or assets of the Sellers outside the ordinary course of business.
Definition of Acquisition Proposal. For the purposes of this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by the Definitive Agreement, the transactions comprising the EHT Realization Process and any transaction involving only EHT and/or one or more of its wholly-owned Subsidiaries, any written or oral offer, proposal, expression of interest 328972.00001/116955760.3 SF-4826580.3 or inquiry to SKYE or its shareholders from any person or group of persons (other than EHT or any of its Subsidiaries) made after the date hereof relating to:
(a) any direct or indirect acquisition or sale (or lease, exchange, license, transfer or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of: (a) assets of SKYE (including, without limitation, shares of one or more of its Subsidiaries) and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of SKYE and its Subsidiaries or that contribute 20% or more of the consolidated revenue or net income of SKYE and its Subsidiaries; or (b) 20% or more of any class of outstanding voting or equity securities (or rights thereto) (and including securities convertible into or exercisable or exchangeable for voting or equity securities) of SKYE;
(b) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a person or group of persons acquiring beneficial ownership of 20% or more of any class of voting or equity securities of SKYE (and including securities convertible into or exercisable or exchangeable for voting or equity securities);
(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving SKYE or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of SKYE and its Subsidiaries or that contribute 20% or more of the consolidated revenue of SKYE and its Subsidiaries; or
(d) any other similar transactions involving SKYE economically and functionally equivalent to the foregoing.
Definition of Acquisition Proposal. For purposes of this Agreement, the term "ACQUISITION PROPOSAL" means any inquiry, proposal or offer from any Person (other than the Purchaser or any of its affiliates) relating to (i) any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination involving the Seller or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of SEC Regulation S-X) of the Seller, (ii) any acquisition of shares of capital stock or other equity securities of the Seller or any Significant Subsidiary of the Seller (other than the Southern Entities), or (iii) any acquisition, license, purchase or other disposition of a substantial portion of the business or assets of the Seller or any Significant Subsidiary of the Seller (other than the Southern Entities and the Purchased Assets) outside the ordinary course of business consistent with past practice.
Definition of Acquisition Proposal. As used in this Agreement, "Acquisition Proposal" shall mean any proposal or offer by a Third Party for (i) any merger, consolidation, share exchange, business combination or other similar transaction in which the Business would be acquired by any person, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of the assets of the Business, in a single transaction or series of transactions (whether related or unrelated) other than in the ordinary course of business, (iii) any exchange offer for outstanding shares of Leavxxx'x xxxmon stock or debt securities pursuant to which the Business or any portion thereof (including the capital stock of Sub) would be acquired by any Third Party, or the filing of a registration statement under the Securities Act of 1933, as amended, in connection therewith, or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.
Definition of Acquisition Proposal. For purposes of this Agreement, ---------------------------------- the term "Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than the Purchaser or any of its Affiliates) relating to (i) any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination involving the Seller or any DMS Company or DMS Subsidiary, (ii) any acquisition of shares of capital stock or other equity securities of the Seller or any DMS Company or DMS Subsidiary (other than such acquisitions by the Seller, any DMS Company or any DMS Subsidiary), or (iii) any acquisition, license, purchase or other disposition of a substantial portion of the business or assets of the Seller or any DMS Company or DMS Subsidiary.
Definition of Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the Purchaser or any of its affiliates) relating to (i) any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination involving the Seller or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of SEC Regulation S-X) of the Seller, (ii) any acquisition of shares of capital stock or other equity securities of the Seller or any Significant Subsidiary of the Seller (other than the Southern Entities), or (iii) any acquisition, license, purchase or other disposition of a substantial portion of the business or assets of the Seller or any Significant Subsidiary of the Seller (other than the Southern Entities and the Purchased Assets) outside the ordinary course of business consistent with past practice.
Definition of Acquisition Proposal. For the purposes of this Agreement, “Acquisition Proposal” means, other than the transactions contemplated by the Definitive Agreement, any written or oral offer, proposal, expression of interest or inquiry to SKYE or its shareholders from any person or group of persons (other than EHT or any of its Subsidiaries) made after the date hereof relating to:
(a) any direct or indirect acquisition or sale (or lease, exchange, license, transfer or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of: (a) assets of SKYE (including, without limitation, shares of one or more of its Subsidiaries) and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of SKYE and its Subsidiaries or that contribute 20% or more of the consolidated revenue or net income of SKYE and its Subsidiaries; or (b) 20% or more of any class of outstanding voting or equity securities (or rights thereto) (and including securities convertible into or exercisable or exchangeable for voting or equity securities) of SKYE;
(b) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a person or group of persons acquiring beneficial ownership of 20% or more of any class of voting or equity securities of SKYE (and including securities convertible into or exercisable or exchangeable for voting or equity securities);
(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving SKYE or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of SKYE and its Subsidiaries or that contribute 20% or more of the consolidated revenue of SKYE and its Subsidiaries; or
(d) any other similar transactions involving SKYE economically and functionally equivalent to the foregoing.
