Qualifying Offer. (i) If the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying 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 Qualifying Offer from the terms of this Agreement, in each case, by the Close of Business on the date that is ninety (90) days following the commencement of such Qualifying Offer (within the meaning of Rule 14d-2(a) under the Exchange Act) (the “Board Evaluation Period”), then the holders of record (or their duly authorized proxy) of 25% or more of the shares of Common Stock then outstanding (excluding shares of Common Stock beneficially owned by the Person making the Qualifying Offer or by such Person’s Affiliates or Associates) (the “Requisite Percentage”) may submit to the Board of Directors, not earlier than ninety (90) days and not later than one hundred and twenty (120) days following the commencement of such Qualifying Offer (within the meaning of Rule 14d-2(a) under the Exchange Act), a written demand complying with the terms of this Section 23(e) (the “Special Meeting Demand”) directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”).
(ii) Any Special Meeting Demand must (A) be delivered to the secretary of the Company at the principal executive offices of the Company, (B) be signed by the demanding stockholders (the “Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders, (C) provide, as to the stockholders of record executing the request, (x) the names and addresses of such stockholders, as they appear on the Company’s books and records, (y) the number of shares of Common Stock which are owned of record by each of such stockholders, and (z) in the case of the shares of Common Stock that are beneficially owned by another Person, an executed certification by the holder of record that such stockholder has executed such Special Meeting Demand only after obtaining instructions to do so from such Beneficial Owner and attaching evidence thereof, and (D) otherwise fulfill the requirements of clauses (c)(i)-(v) in the last paragraph of Section 2 of Article II of the Amended and Restated By-laws of the Company (such provisions to apply mutatis mu...
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. 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. 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. (a) Subject to the terms and conditions of this Agreement, SAC and/or Softquad USA agrees to mail on or before March 1, 2000 or such earlier date as the documentation is available to the holders of Common Shares of Softquad Canada an offer to:
(i) purchase all of the outstanding Common Shares of Softquad Canada, on the following basis: either
(A) the exchange of one (1) Softquad USA Share for each issued and outstanding Softquad Canada common share representing consideration of $1.3574 per Softquad Canada common shares (on a fully diluted basis); or
(B) one (1) SAC Exchangeable Share which may be converted into one (1) Softquad USA common share; and
(ii) to assume the obligations of Softquad Canada under existing option agreements by agreeing to issue (1) Softquad USA common share upon exercise of each Softquad Canada optionholders right to purchase (1) Softquad Canada common shares for the same consideration as set out in the respective option agreements. To effect the terms of the Qualifying Offer, upon acceptance:
(i) SAC will modify its capital structure to add a class of shares called Exchangeable Shares on such terms and conditions as are mutually agreed upon by the parties hereto;
(ii) Softquad USA will modify its capital structure to add a class of special preferred shares on such terms and conditions as are mutually agreed upon by the parties hereto;
(iii) The parties shall execute a Support Agreement on such terms and conditions as are mutually agreed upon by the parties hereto;
(iv) The parties shall execute a Voting and Exchange and Trust Agreement on such terms and conditions as are mutually agreed upon by the parties hereto; and
(v) Softquad USA and/or SAC shall undertake to file a registration statement in the U.S. under U.S. Securities Act of 1933 (the "Registration Statement") to qualify the Softquad USA common shares which may be issued to Softquad Canada shareholders and/or optionholders pursuant to share purchase agreement and/or takeover bid and to take all reasonable steps to make the Registration Statement effective in the U.S. and to keep that Registration Statement for the earlier of:
(A) at least 4 years from the closing of the acquisition of the Softquad Canada common shares/options; and
(B) the date on which all of the SAC Exchangeable Shares have been into Softquad USA common shares is complete. SAC and/or Softquad USA expressly reserves the right to modify the terms of the Offer except that, without the prior written consent o...
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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 . . . . . . . . . . . .
Qualifying Offer. 11(a)(ii)(A) Close of Business................................1(f) Record Date.....................................
