Acquiror Takeover Proposal definition

Acquiror Takeover Proposal has the meaning set forth in Section 5.09(f)(i).
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Acquiror Takeover Proposal means (A) any proposal for a merger, consolidation, dissolution, recapitalization or other business combination involving Acquiror pursuant to which the stockholders of Acquiror immediately preceding such transaction hold securities representing less than 85% of the total outstanding voting power of the surviving or resulting entity of such transaction (or parent entity of such surviving or resulting entity), (B) any proposal or offer for the issuance by Acquiror of over 15% of its equity securities as consideration for the assets or securities of another Person, or (C) any proposal or offer to acquire in any manner, directly or indirectly, over 15% of the equity securities or consolidated assets of Acquiror, or assets or business that constitute over 15% of the consolidated revenues or net income of Acquiror, in each case other than the transactions contemplated hereby.
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Acquiror Takeover Proposal means any inquiry, proposal or offer from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of Acquiror and its subsidiaries, taken as a whole, (x) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of Acquiror or of 15% or more of any class of equity securities of any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Acquiror and its subsidiaries, taken as a whole, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of Acquiror or any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Acquiror and its subsidiaries, taken as a whole, or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Acquiror or any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of Acquiror and its subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement.
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Examples of Acquiror Takeover Proposal in a sentence

  • Without limiting the generality of the foregoing, Acquiror agrees that its obligations pursuant to the first sentence of this Section 4.09 will not be affected by (A) the commencement, public proposal, public disclosure or communication to Acquiror of any Acquiror Takeover Proposal or (B) the withdrawal or modification by the Board of Directors of Acquiror of its approval or recommendation of the Acquiror Stockholder Approval.

  • For purposes of this Agreement, "Acquiror Takeover Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Acquiror or the acquisition of any significant equity interest in, or a significant portion of the assets of, Acquiror, other than the transactions contemplated by this Agreement.


More Definitions of Acquiror Takeover Proposal

Acquiror Takeover Proposal means (A) any proposal for a merger, consolidation, dissolution, recapitalization or other business combination involving Acquiror, (B) any proposal or offer for the issuance by Acquiror of over 15% of its equity securities as consideration for the assets or securities of another Person, or (C) any proposal or offer to acquire in any manner, directly or indirectly, over 15% of the equity securities or consolidated assets of Acquiror, or assets or business that constitute over 15% of the consolidated revenues or net income of Acquiror, in each case other than the transactions contemplated hereby.
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Acquiror Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Acquiror or the acquisition of any significant equity interest in, or a significant portion of the assets of, Acquiror, other than the transactions contemplated by this Agreement. SECTION FIVE
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Related to Acquiror Takeover Proposal

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Takeover Bid or ‘Bid’ means a public offer, other than by the Offeree Company itself, made to the holders of the Securities of a Company to acquire all or some of those Securities, whether mandatory or voluntary, which follows or has, as its objective, the acquisition or Control of the Offeree Company.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

  • Company Board means the Board of Directors of the Company.

  • Takeover Offer Document means the document issued by or on behalf of the Borrower and dispatched to shareholders of Target in respect of a Takeover Offer containing the terms and conditions of the Takeover Offer reflecting the Offer Press Announcement in all material respects as such document may be amended from time to time to the extent such amendment is not prohibited by the Loan Documents.

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Proposal means the Technical Proposal and the Financial Proposal.