ACTIVE NEGOTIATIONS definition

ACTIVE NEGOTIATIONS means negotiations with a Third Party that has proposed a Third Party Acquisition or made an Acquisition Proposal, or with such Third Party's agents or representatives with respect to the substance of such Third Party Acquisition or Acquisition Proposal, but will not include (x) communications in connection with, or constituting, the furnishing of information pursuant to a confidentiality agreement as contemplated by Section 6.2(a) hereof or (y) communications that include no more than an explicit bona fide rejection of such proposal and a very brief statement of the reasons therefor. "THIRD PARTY ACQUISITION" means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any person (which includes for these purposes a "person" as defined in Section 13(d)(3) of the Exchange Act) or entity other than Parent, Purchaser or any affiliate thereof (a "THIRD PARTY"); (ii) the acquisition by a Third Party of more than 30% of the total Assets of the Company and its Subsidiaries, taken as a whole; (iii) the acquisition by a Third Party of 30% or more of the outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; or (v) the purchase by the Company or any of its Subsidiaries of more than 20% of the outstanding Shares. "HIGHER OFFER" means any Third Party Acquisition which reflects a higher value for the Shares than the aggregate value being provided 28
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ACTIVE NEGOTIATIONS means that Landlord has entered into negotiations with a third party tenant (a “Prospect”) for such portion of the Refusal Space, which negotiations have progressed to the earlier to occur of (i) an exchange of four (4) bona fide written proposals between Landlord and the Prospect, or (ii) a signed letter of intent between Landlord and the Prospect. Notwithstanding the foregoing, Tenant shall have no such Right of First Refusal and Landlord need not provide Tenant with an Advice if:
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ACTIVE NEGOTIATIONS means negotiations with a Third Party that has proposed a Third Party Acquisition or made an Acquisition Proposal, or with such Third Party's agents or representatives with respect to the substance of such Third Party Acquisition or Acquisition Proposal, but will not include (x) communications in connection with, or constituting, the furnishing of information pursuant to a confidentiality agreement as contemplated by the Merger Agreement or (y) communications that include no more than an explicit bona fide rejection of such proposal and a very brief statement of the reasons therefor.
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Examples of ACTIVE NEGOTIATIONS in a sentence

  • THREE OTHER APPLICANTS HAVE BEEN FOUND TO SATISFY THE BASELINE CRITERIA AND ARE NOW IN ACTIVE NEGOTIATIONS WITH ICANN.


More Definitions of ACTIVE NEGOTIATIONS

ACTIVE NEGOTIATIONS means that one party has sent the other a letter of intent and the other party has expressed an intent to continue negotiations based thereon), (iv) the transferee is a governmental unit; (v) an Event of Default by Tenant has occurred; or (vi) in the judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Building Complex or any other tenant's lease within it. If Tenant disputes any failure of Landlord to grant consent to a Transfer, such dispute shall be resolved through Expedited Arbitration as provided in Article 12.
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ACTIVE NEGOTIATIONS means that the existing tenant has affirmatively expressed an intent and desire to continue occupancy and/or Landlord has communicated an offer that is under discussion. Tenant shall have fifteen (15) days after receipt of Landlord's notice to elect in writing to take the Second Generation Offered Space. If Tenant exercises its Right of First Opportunity with respect to the Second Generation Offered Space, it shall be added to this Lease and all terms and conditions of this Lease shall apply except that (a) there shall be no tenant improvement allowances, (b) the amount of the Security Deposit shall be increased by an amount equal to (i) the per rentable square foot amount of the Security Deposit then required to be provided by Tenant with respect to the Premises prior to the addition of such space, multiplied by (ii) the rentable area of the space being added to the Premises, and (c) to the extent the Second Generation Offered Space includes tenant improvements that cost in excess of [*] per usable square foot ("Supplemental TI's") and the Second Generation Offered Space has been under lease for less than fifteen (15) years after the installation of such Supplemental TI's, then the Base Rent shall be increased to reflect a continuing amortization of the Supplemental TI's on a fifteen (15) year amortization with interest at twelve percent (12%) per annum,. If Tenant does not exercise its Right of First Opportunity with respect to the Second Generation Offered Space, Landlord shall be entitled to lease the space to another tenant on such terms as Landlord deems fit, and the Second Generation Offered Space shall not again be subject to the Right of First Opportunity until it has become Second Generation Space again.
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ACTIVE NEGOTIATIONS means either that (1) Landlord and the prospective tenant have entered into a written letter of intent for the leasing of space in the Building, or (2) Landlord or the prospective tenant (as the case may be) has submitted a proposed lease draft to the other relative to the leasing of space at the Building, and the other has responded with written comments to such lease draft, which have been delivered to the party originally presenting the proposed lease. Further, for purposes of the foregoing, the term "CONTROL GROUP AFFILIATE" shall mean any person or entity which results from a merger or consolidation with the subject party, or which acquires all or substantially all of the assets of the subject party, or which is controlled by, controls, or is under common control with, the subject party (with "CONTROL" for purpose of the foregoing, meaning the power to directly or indirectly direct or cause the direction of the management and policies of the subject party, through the ownership of voting securities or other ownership interests, or otherwise). Tenant agrees that all publicly disseminated advertisements (as opposed to simply listing the Premises for assignment or subletting with a listing broker) by Tenant or on Tenant's behalf with respect to the assignment of this lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication (which approval shall not be unreasonably withheld, delayed or conditioned).
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ACTIVE NEGOTIATIONS means that Landlord is providing or commenting on written letters of intent with the third party tenant. Tenant acknowledges that Landlord may receive unsolicited proposals from third party tenants during the Exclusive Negotiation Period, and Landlord’s receipt of such proposals shall not be a violation of Landlord’s obligations under this Section. This Section shall not apply to Landlord’s attempts to lease Suite 150 after the last day of the Exclusive Negotiation Period, and Landlord shall have the right to enter into negotiations for the lease of Suite 150 with any person or entity after the last day of the Exclusive Negotiation Period. Landlord and Tenant acknowledge and agree that nothing in this Section shall be interpreted as an obligation by Landlord to lease Suite 150 to Tenant or an obligation by Tenant to lease Suite 150 from Landlord. Any agreement concerning the lease of Suite 150 shall be acceptable to Landlord and Tenant in each of their sole and absolute discretions. This Section does not constitute an agreement to negotiate, and it is the intention of Landlord and Tenant that either of them shall have the right to elect at any time for any reason or no reason not to proceed with further negotiations concerning the lease of Suite 150. The parties expressly disclaim any legal obligation to negotiate in good faith. Landlord and Tenant each acknowledge and agree that they may incur substantial transaction costs (e.g., attorneys fees, lost opportunity costs etc.) (the “Costs”) if the other party terminates negotiations for the lease of Suite 150. Landlord and Tenant agree that under no circumstances will either party be liable to the other party for Costs due to that parties election to terminate the negotiations.
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ACTIVE NEGOTIATIONS means negotiations with a Third Party that has proposed a Third Party Acquisition or made an Acquisition Proposal, or with
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ACTIVE NEGOTIATIONS as used herein, shall mean only where any of the following shall have occurred prior to the Cutoff Date: (i) Manager has, at Owner’s request, submitted a proposal (such as, for example, a term sheet) to the Prospect or its representative, (ii) the Prospect or its representative has submitted a proposal to lease space which has been received by Owner or Manager or any of their representatives, or (iii) a first draft of a Lease has been prepared and distributed to the Prospect or its representative with Owner’s permission. Mere solicitation of a Prospect shall not constitute “active negotiations”. If within sixty (60) days (which time period shall be extended for so long as the parties are engaged in negotiations without abandonment or termination) after the Cutoff Date, a Lease is consummated with any such Prospects identified on Manager’s list (or with its parent, subsidiary, or affiliate), Owner shall pay to Manager any Commission(s) to which Manager would have been entitled with respect to such transaction as if this Agreement had not been terminated; and, in addition, if by the end of such 60-day period (as the same may be extended as described above), leases upon which all material provisions have been agreed to by Owner and the Prospect have been distributed to the prospect for signature by Owner’s counsel, Manager shall be entitled to compensation therefore upon, satisfaction of the conditions in Section 9(a) above even if satisfaction occurs after the end of such 60-day period (as the same may be extended as described above) and this Agreement (and the compensation provided for herein) shall govern such transaction, if, as, and when consummated. If upon any expiration or termination of this Agreement, Manager shall not be entitled to any Commissions under the provisions of this above even if satisfaction occurs after the end of such 60-day period (as the same may be extended as described above) and this Agreement (and the compensation provided for herein) shall govern such transaction, if, as, and when consummated. Within five (5) business days after the Cutoff Date, Manager shall deliver to Owner copies of any correspondence with Prospects relating to any proposed terms for any Leases, any responses to such proposals and any term sheets with respect to any proposed Lease transactions, and any Authorized Outside Brokerage Agreements pertaining to any Prospect.
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Related to ACTIVE NEGOTIATIONS

  • Competitive negotiation means a procedure for contracting for supplies, materials, equipment or contractual services, in which proposals are solicited from qualified suppliers by a request for proposals, and changes may be negotiated in proposals and prices after being submitted.

  • Active NFFE means any NFFE that meets any of the following criteria:

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • Initial Negotiation End Date has the meaning set forth in Section 12.2(a).

  • Active duty means full-time duty status in the active, uniformed services of the United States, including without limitation members of The National Guard and Reserve on active duty orders under 10 U.S.C. §§ 1209 and 1210.

  • Prospective donor means an individual who is dead or near death and has been determined by a procurement organization to have a part that could be medically suitable for transplantation, therapy, research, or education. The term does not include an individual who has made a refusal.

  • licensed activities means things authorised to be done by the licence

  • Regulatory Exclusivity Period means, with respect to each Licensed Product in any country in the Territory, a period of exclusivity (other than Patent exclusivity) granted or afforded by Applicable Law or by a Regulatory Authority in such country that confers exclusive marketing rights with respect to such Licensed Product in such country or prevents another Person from using or otherwise relying on any data supporting the approval of the Drug Approval Application for such Licensed Product to support an application for regulatory approval of another product for any indication without the prior written consent of the Drug Approval Application holder.

  • Reasonable Distance means a distance that has regard to the Employee’s original work location, current home address, capacity of the Employee to travel, additional travelling time, effects on the personal circumstances of the affected Employee, including family commitments and responsibilities and other matters raised by the Employee, or assistance provided by their Employer.

  • Notice of Proposal to Negotiate has the meaning set forth in Section 10(c) hereof.

  • Communicable disease means an illness caused by an infectious agent or its toxins that occurs through the direct or indirect transmission of the infectious agent or its products from an infected individual or via an animal, vector or the inanimate environment to a susceptible animal or human host.

  • Son or daughter on active duty or call to active duty status means the employee's biological, adopted, or foster child, stepchild, legal ward, or a child for whom the employee stood in loco parentis, who is on active duty or call to active duty status, and who is of any age.

  • Outside Activity means any private practice, private consulting, additional teaching or research, or other activity, compensated or uncompensated, which is not part of the employee's assigned duties and for which the University has provided no compensation.

  • License Term means the duration of a License as specified in the Order.

  • Commercial cannabis activity means the production, cultivation,

  • Active duty military means full-time duty status in the active uniformed service of the United States, including members of the National Guard and Reserve on active duty orders pursuant to 10 U.S.C. Section 1209 and 1211.

  • active customer means a final customer, or a group of jointly acting final customers, who consumes or stores electricity generated within its premises located within confined boundaries or, where permitted by a Member State, within other premises, or who sells self-generated electricity or participates in flexibility or energy efficiency schemes, provided that those activities do not constitute its primary commercial or professional activity;

  • Pattern of racketeering activity means the planned, ongoing, continuous or repeated participation or involvement in any offence referred to in Schedule 1 and includes at least two offences referred to in Schedule 1, of which one of the offences occurred after the commencement of this Act and the last offence occurred within 10 years (excluding any period of imprisonment) after the commission of such prior offence referred to in Schedule 1;

  • Invitation to Negotiate means a written solicitation for competitive sealed replies to select one or more vendors with which to commence negotiations for the procurement of commodities or services.

  • licensed activity means any activity or activities listed in section 21 of the 2010 Act which is, or are authorised under the licence;

  • Negotiation Period has the meaning given in Clause 5.10;

  • Intent-Based Replacement Disclosure means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem or purchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within 180 days prior to the applicable redemption or repurchase date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock”, the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

  • Autism spectrum disorders means any of the pervasive developmental disorders as defined by the Diagnostic and Statistical Manual of Mental Disorders, 4th edition, published by the American Psychiatric Association, including autistic disorder, Asperger's disorder and pervasive developmental disorder not otherwise specified.

  • Selective Routing is a service which automatically routes an E911 call to the PSAP that has jurisdictional responsibility for the service address of the telephone that dialed 911, irrespective of telephone company exchange or Wire Center boundaries.

  • Mediation Notice is defined in Section 6.2(b).

  • Prospective Customer means any individual, corporation, trust or other business entity which has either (a) entered into a nondisclosure agreement with the Company or any Company subsidiary or affiliate or (b) has within the preceding 12 months received a currently pending and not rejected written proposal in reasonable detail from the Company or any of the Company’s subsidiary or affiliate.