Qualifying Offer Sample Clauses

Qualifying Offer. In the event the Corporation receives a Qualifying Offer (that has not been terminated prior thereto and which continues to be a Qualifying Offer), stockholders representing at least 10% of the Common Shares then outstanding may request that the Board of Directors of the Corporation call a special meeting of stockholders to vote to exempt the Qualifying Offer from the operation of the Agreement not earlier than ninety (90), nor later than one hundred and twenty (120), business days following the commencement of such offer. The Board of Directors of the Corporation must then call and hold such a meeting to vote on exempting such offer from the terms of the Agreement within the ninetieth (90th) business day following receipt of the stockholder demand for such meeting; provided that such period may be extended if, prior to such vote, the Corporation enters into an agreement (that is conditioned on the approval by the holders of not less than a majority of the outstanding Common Shares) with respect to a merger, recapitalization, share exchange, or a similar transaction involving the Corporation or the direct or indirect acquisition of more than fifty percent (50%) of the Corporation’s consolidated total assets (a “Definitive Acquisition Agreement”), until the time of the meeting at which the stockholders will be asked to vote on the Definitive Acquisition Agreement. If no person has become an Acquiring Person, the offer continues to be a Qualifying Offer and stockholders representing at least a majority of the Common Shares represented at the meeting at which a quorum is present vote in favor of redeeming the rights, then such Qualifying Offer shall be deemed exempt from the Agreement on the date that the vote results are certified. If no person has become an Acquiring Person and no special meeting is held by the date required, the rights will be redeemed at the close of business on the tenth (10th) business day following that date.

Qualifying Offer. If the Company receives a “Qualifying Offer” (as defined in the Rights Agreement) that has not been terminated and continues to be a Qualifying Offer for the period hereinafter described and the Board has not redeemed the outstanding Rights, exempted such Qualifying Offer from the terms of the Rights Agreement or called a special meeting for stockholders to vote on whether to exempt the Qualifying Offer from the terms of the Rights Agreement within ninety (90) business days following the commencement of such Qualifying Offer, and if, within ninety (90) to one hundred twenty (120) business days following commencement of such Qualifying Offer, the Company receives a notice in compliance with the Rights Agreement from holders of record (or their duly authorized proxy) of at least ten percent (10%) of the Common Stock (excluding shares beneficially owned by the offeror and its Affiliates and Associates) requesting a special meeting of the Company’s stockholders to vote on a resolution to exempt the Qualifying Offer (the “Qualifying Offer Resolution”) from the terms of the Rights Agreement, then the Board must call and hold such a special meeting (the “Special Meeting”) by the ninetieth (90th) business day following receipt of the stockholder notice (the “Outside Meeting Date”).

Qualifying Offer. The term "Qualifying Offer" shall mean a written ---------------- offer of employment to Executive which: (i) shall be for a period of not less than five years from the Scheduled Termination Date, (ii) shall include the types of compensation contained in this Agreement, (iii) shall constitute a reasonable offer taking into account Executive's compensation set forth in this Agreement; (iv) the Company's financial and operating performance during the term of this Agreement; (v) any other then-current circumstances relevant to the determination of Executive's compensation by Company for the period specified in (i); (vi) shall not contain any terms or provisions which reduce Executive's title or duties as stated herein, and (vii) shall state that it is irrevocable for 30 days from the date of delivery thereof.

Qualifying Offer. Each Subject Employee who accepts Acquiror’s (or Acquiror Management’s) offer of employment and commences employment with an Acquiror Entity on or after the Closing Date (including any Executive/Sales Employee and any Operational Support Employee who receives and accepts an offer of employment pursuant to Section 5.18(b) or Section 5.18(c) below) shall be referred to herein as a “Transferred Employee.” Acquiror and the Contributor Parties intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Transferred Employee for purposes of any Contributor Employee Benefit Plan and that the Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing, and Acquiror and the Contributor Parties shall use reasonable efforts to ensure the same. For the avoidance of doubt, the prior sentence in no way obligates Acquiror or any of its Affiliates to employ any Transferred Employee for any length of service.

Qualifying Offer. The Rights will not be exercisable if a person or group were to acquire 15% or more of the Voting Shares pursuant to a "Qualifying Offer." A "Qualifying Offer" is defined as an all cash tender offer for all outstanding voting shares of the Company which meets the requirements specified in the Agreement, including:

Qualifying Offer. 34 Representatives.................................................................................................25

Qualifying Offer. (a) Subject to the terms and conditions of this Agreement, CAC and/or CMeRun I agrees to make on or before February 28, 2000, or so soon as the documentation is available to the holders of Common Shares of CMeRun Alberta, an offer by way of share purchase agreement, securities exchange takeover bid or other form of legal business combination to: (i) purchase all of the outstanding Common Shares of CMeRun Alberta, on the following basis: either (A) the exchange of one (1) CMeRun I Share for each issued and outstanding CMeRun Alberta Common Share representing consideration of $.001 per CMeRun Alberta Common Share (on a fully diluted basis); or (B) one (1) CAC Exchangeable Share which may be converted into one (1) CMeRun I common share; and (ii) to assume the obligations of CMeRun Alberta under existing option agreements by agreeing to issue CMeRun I Common Shares upon exercise of each CMeRun Alberta option to purchase for the same consideration as set out in the respective option agreements. To effect the terms of the Qualifying Offer, upon acceptance: (i) CAC will modify its capital structure to add a class of shares called Exchangeable Shares on the terms and conditions set out in Schedule "C" attached hereto (or substantially similar terms); (ii) CMeRun I will modify its capital structure to add a class of Series C preferred shares on the terms and conditions set out in Schedule "D" attached hereto (or substantially similar terms); (iii) C Me Run I and CAC shall execute a Support Agreement on the terms and conditions set out in Schedule "E" attached hereto (or substantially similar terms); (iv) C Me Run I and CAC shall execute a Voting Exchange and Trust Agreement on the terms and conditions set out in Schedule "F" attached hereto (or substantially similar terms); and (v) C Me Run I and/or CAC undertake to file a registration statement in the US to qualify the CMeRun I common shares which may be issued pursuant to a share purchase agreement, securities exchange takeover bid and/or other form of business combination, and to maintain the registration statement in effect to a period of four years. The terms of the registration rights are set out in Schedule "G". CAC and/or CMeRun I expressly reserve the right to modify the terms of the Qualifying Offer except that, without the prior written consent of CMeRun Alberta, CAC and/or CMeRun I shall not reduce the Qualifying Offer price; change the form of consideration payable under the Qualifying Offer; or add to...

Qualifying Offer. 11(a)(ii)(A) Close of Business................................1(f) Record Date.....................................

Qualifying Offer. If a Qualifying Offer is received or procured by the Purchaser at any time after the second anniversary of the date of this agreement, the provisions of this clause 16.1 shall apply. For the purpose of this clause 16.1

Qualifying Offer. 5.9(b) SEC . . . . . . . . . . . . . . . . . . . . 1.7(a) Secretary of State . . . . . . . . . . . .