Qualified Offer. Notwithstanding anything to the contrary contained in Section 3.1, the Investor, Parent or any member of the Investor Group may make a Qualified Offer in accordance with the following procedure:
(a) In connection with any Qualified Offer, the Investor shall deliver the Qualified Offer in writing to the Company. In the event that the Company does not accept such Qualified Offer in writing within thirty (30) days after receipt, such offer shall be deemed withdrawn and the Company shall promptly commence an Auction in which the Investor, Parent and the Investor Group will be given a full and fair opportunity, as conclusively determined by the Board in good faith, to participate on terms, and to have any bid submitted by the Investor, Parent or any member of the Investor Group in such Auction evaluated on a basis, no less and no more favorable to the Investor than those afforded to other Auction participants.
(b) Any Auction shall be subject to the following provisions:
(i) The Auction shall be completed within 90 days after the Company receives the Qualified Offer and the corresponding sale shall close within 90 days after completion of the Auction.
(ii) In the event that (A) the Investor Group is not the successful bidder in an Auction conducted pursuant to Section 3.4(a) or does not elect to participate in the Auction, and (B) the Company has received a fairness opinion from a nationally-recognized investment banking firm, which is selected by the Company and reasonably acceptable to the Investor, to the effect that the successful bidder's transaction provides the Company or its stockholders, as the case may be, with the highest value of all of the bids received in the Auction, then the Investor and Parent shall, and each of them shall cause the Investor Group to, vote all of their Voting Securities in favor of the successful bidder's transaction (provided that this agreement to vote in favor of such transaction does not waive any other rights that any member of the Investor Group may have under Delaware law, other than dissenter's rights), tender their shares (in the event of a tender or exchange offer), and otherwise reasonably cooperate in consummating the transaction.
(iii) The Company, the Investor and Parent agree that the purchase price per share set forth in the Qualified Offer is highly confidential and, as such, the Company on the one hand and the Investor, Parent and the Investor Group, on the other, shall not, to the extent legally permissible, ...
Qualified Offer. If a Qualified Offer is initiated and if an --------------- Intervening Offer is not then outstanding, each Stockholder shall be subject to the following obligations:
Qualified Offer. If the Company receives a Qualified Offer and the Board of Directors of the Company has not redeemed the outstanding Rights or exempted such offer from the terms of this Agreement or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualified Offer from the terms of this Agreement, in each case by the end of the ninety Business Days following the commencement of such Qualified Offer, and if the Company receives, not earlier than ninety Business Days nor later than 120 Business Days following the commencement of such Qualified Offer, a written notice complying with the terms of this Section 23.2 (the "Special Meeting Notice"), properly executed by the holders of record (excluding the Person making the Qualified Offer and such Person's Affiliates and Associates and any other Person (or any Affiliate or Associate of such other Person) with whom such first Person (or any Affiliate or Associate of such first Person) is Acting in Concert), or their duly authorized proxy, of ten percent (10%) or more of the Common Shares then outstanding, directing the Board of Directors of the Company to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a "Special Meeting") a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the "Redemption Resolution"), then the Board of Directors of the Company shall take such actions as are necessary or desirable to cause the Redemption Resolution to be submitted to a vote of stockholders within ninety Business Days following receipt by the Company of the Special Meeting Notice (the "Special Meeting Period"), including by including a proposal relating to adoption of the Redemption Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that if the Company, at any time during the Special Meeting Period and prior to a vote on the Redemption Resolution, enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any Special Meeting called in connection therewith may be cancelled) if the Redemption Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. For purposes of a Special Meeting Notice, the record date for determining eligible holders of record of the Common Shares shall be the ninetieth Business Day following the commencement of a Qualified Offer. An...
Qualified Offer. For the purposes of this Agreement, a “Qualified Offer” shall mean an all-cash offer for all of the outstanding Common Shares not beneficially owned by the Person making such offer that, as of the date on which such offer is commenced (for purposes of this definition, the “date on which such offer is commenced” shall be determined in accordance with Rule 14d-2(a) promulgated under the Exchange Act) and immediately prior to the consummation of such offer, meets all of the following requirements:
Qualified Offer. In order to ensure that the Amended Rights Agreement does not discourage prospective acquirors from making offers to acquire the Company that may be in the best interests of stockholders, the Amended Rights Agreement contains a provision to address the possible receipt of an offer that may be deemed to be a Qualified Offer (as hereinafter defined). A Qualified Offer, in summary terms, is an offer determined by a majority of the independent members of the Company’s Board to have the following characteristics, among others, which are generally intended to preclude offers that are coercive, abusive or highly contingent: • is a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination thereof, for any and all of the outstanding shares of Common Stock (whether such shares are outstanding at the commencement of the offer or become outstanding thereafter upon the exercise or conversion of options or other securities that are outstanding at the commencement of the offer); • is an offer that has been commenced and is made by an offeror (including Related Persons thereof) that beneficially owns no more than 10% of the outstanding shares of Common Stock as of the date of such commencement; • is an offer whose per share offer price is greater than the higher of (a) the highest reported per share market price for shares of the Common Stock during the 24 months immediately preceding the commencement of the offer, (b) the highest price per share of the Common Stock paid by the Person making the offer (or any Related Persons thereof) during the 24 months immediately preceding the commencement of the offer, (c) an amount that is 25% higher than the average of the daily per share closing prices for the Common Stock during the immediately preceding 12 months (determined as of the trading day immediately preceding the commencement of such offer), (d) an amount that is 25% higher than the closing price per share of the Common Stock (determined as of the trading day immediately preceding the commencement of such offer); and (e) if, at the time any offer is commenced, any other offer that is a Qualified Offer has been commenced and remains open, the per share price with respect to such earlier Qualified Offer; • is an offer that, within 20 business days after the commencement date of the offer (or within 10 business days after any increase in the offer consideration), does not result in a nationally recognized inve...
Qualified Offer. Under certain circumstances as provided in the Charter Amendment, subject to stockholder approval thereof, if the Company does not consummate a Business Combination prior to the Termination Date, it is required to thereafter dissolve and liquidate. In the event that a letter of intent, agreement in principle or a definitive agreement to complete a Business Combination has not then been entered into by the Company, the Investor and/or its affiliates may, in connection with the provisions of Section 4C of the Charter Amendment, determine to commence a Qualified Offer no earlier than one hundred and twenty (120) days and no later than sixty (60) days prior to the Termination Date (such period, the “Right to Offer Period”) by offering to purchase all of the outstanding shares of the Company’s common stock that they do not already own at a per share price determined by dividing the Liquidation Value by the total number of shares of Common Stock outstanding on a fully-diluted basis (calculated on a treasury basis). The Liquidation Value shall be determined in accordance with Sections 5.06(b) and 5.06(c). During any time in which Investor shall be permitted to make an offer under this Section 5.06(a), the Company shall make available to the Investor such information regarding the business, properties, assets, condition (financial or otherwise) and results of operations of the Company reasonably requested by the Investor. Any offer by the Investor under Section 5.06(a) shall not be a Qualified Offer if it is subject to any financing or due diligence contingency or subject to any conditions other than conditions that are reasonable and customary for similar transactions, and shall comply with all applicable laws and regulations; provided, however, that notwithstanding the foregoing, such offer shall nonetheless constitute a Qualified Offer if all such contingencies or conditions (other than conditions that are reasonable and customary for similar transactions) are thereafter satisfied or waived.
Qualified Offer. 5 (l) Stock Acquisition Date. . . . . . . . . . . . . . . . . . . . . . . . .6 (m) Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (n) Triggering Event. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Qualified Offer. 7.3(c) Remediation Standard.......................................... 12.6(f) Retention Agreements.......................................... 7.3(g) Seller Claims................................................. 12.3(a) Straddle Period............................................... 11.3 Survival Date................................................. 12.1(a) Third Party Claim............................................. 12.5(a) Third Party Indemnities....................................... 7.10
Qualified Offer. In addition, the Rights would not be exercisable in the event of an offer for all of the outstanding shares of Common Stock which constitutes a "Qualified Offer." A Qualified Offer is any tender offer or exchange offer for all of the outstanding shares of Common Stock.
Qualified Offer. Section 1 of the Rights Agreement is hereby amended by inserting the following paragraph immediately following paragraph (u) and by amending all subsequent paragraph references in Section 1 of the Rights Agreement as needed to reflect an appropriate alphabetical ordering of paragraphs within said Section 1:
