Qualifying Offers Sample Clauses
Qualifying Offers. In the event the Company receives a Qualifying Offer (as defined in the Rights Agreement) and the Board does not redeem the outstanding Rights, exempt such Qualifying Offer from the terms of the Rights Agreement or call a special meeting of the stockholders to vote on whether or not to exempt such Qualifying Offer from the Rights Agreement, in each case within 90 days of the Commencement of the Qualifying Offer (the “Board Evaluation Period”), the record holders of 10% or more of the outstanding Common Shares of the Company may submit a written demand directing the Board to propose a resolution exempting the Qualifying Offer from the Rights Agreement to be voted upon at a special meeting to be convened within 90 days following the last day of the Board Evaluation Period (the “Special Meeting Period”). The Board must take the necessary actions to cause such resolution to be submitted to a vote of the stockholders at a special meeting within the Special Meeting Period; provided, however, the Board may recommend in favor of or against or take no position with respect to the adoption of the resolution, as it determines to be appropriate in the exercise of the Board’s fiduciary duties.
Qualifying Offers. (i) In order to receive the following specified Rights of First Refusal and/or Draft Choice Compensation with respect to a Restricted Free Agent, the Prior Club of a Restricted Free Agent must tender the player a Qualifying Offer on or before the first date of the Restricted Free Agent Signing Period, as follows (all amounts applicable for the 2011 League Year only):
Qualifying Offers. (i) In order to receive the following specified Rights of First Refusal and/or Draft Choice Compensation with respect to a Restricted Free Agent, the Prior Club of a Restricted Free Agent must tender the player a Qualifying Offer on or before the first date of the Restricted Free Agent Signing Period, as follows (all amounts applicable for the 201 1 League Year only):
(1) of First Refusal one year Player Contract with Paragraph 5 Salary of at least $1,200,000;
(2) of First Refusal and Draft Selection at Draft Round: one year Player Contract with a Paragraph 5 Salary of at least (a) the amount set forth in Subsection (b) (i)(1) above, or (b) 110% of the player's prior year's Paragraph 5 Salary, whichever is greater; in addition, if option (b) applies, all other terms of the play er's prior year contract are carried forward unchanged (this Subsection is subject to the rules of Subsection (c) below);
(3) of First One Second Round Draft Selection: one year Player Contract with a Paragraph 5 Salary of at least (a) $1 ,835,000, or (b) 11 0% of the player's prior year's Paragraph 5 Salary, whichever is greater; in addition, if option (b) applies, all other terms of the player's prior year contract are carried forward unchanged; and
(4) of First Refusal and One First Round Draft Selection: one year Player Contract with a Paragraph 5 Salary of at least (a) $2,61 1 ,000, or (b) 1 10% of the player's prior year's Paragraph 5 Salary, whichever is greater; in addition, if option (b) applies, all other terms of the player's prior year contract are carried forward unchanged.
(ii) Beginning in the 2012 League Year, the dollar amounts specified in Sub- section (i) above shall increase annually by the percentage increase (if any) in the Salary Cap over the prior League Year, subject to a minimum increase of 5% and a maXl increase of 10%.
(i) Notwithstanding Subsection 2(b) (i) above, in the event that a Prior Club tenders any of its Restricted Free Agents originally selected in a draft round lower than the first round a Qualifying Offer that requires Draft Choice Compensation of one first round selection (the "(c) (i) Upgraded Tender"), the Prior Club shall only be eligible to receive Draft Choice Compensation of one second round selection for any of its Re stricted Free Agents originally selected in the first round of the Draft, unless such Restricted Free Agents have each received a Qualifying Offer of at least the amount of the (c) (i) Upgraded Tender.
(ii) Notwithstan...
Qualifying Offers. The provisions of the Rights Agreement do not apply with respect to any Qualifying Offer (as defined below) if the holders of a majority of the outstanding shares of Common Stock (other than shares held by the person making the Qualifying Offer or such person’s affiliates or associates) vote in favor of a resolution exempting the Qualifying Offer from the provisions of the Rights Agreement.
Qualifying Offers. If the Purchaser makes a Qualifying Offer of employment to an Employee and such Employee does not accept such Qualifying Offer prior to the Closing Date for any reason, the Purchaser shall have no obligation to hire the Employee and the Purchaser shall not be responsible for any costs or liabilities associated with such Employee, including with respect to the termination of such Employee's employment. The Seller shall cease to employ any Employee who does not accept a Qualifying Offer of employment made to such Employee by the Purchaser and shall not rehire any such Employee for a period of at least twelve (12) months following the Closing Date without the prior written consent of the Purchaser.