Alternative Transaction Notice definition

Alternative Transaction Notice has the meaning set forth in Section 3.2;
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Alternative Transaction Notice shall have the meaning specified in Section 3.04(a).
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Alternative Transaction Notice has the meaning assigned to such term in Section 10.1(a)(v).
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Examples of Alternative Transaction Notice in a sentence

  • It is understood and agreed that an Alternative Transaction Notice shall be required for a Company Adverse Recommendation Change, regardless of whether it was made in response to or as a result of a Superior Proposal.

  • For the avoidance of doubt, following the delivery of an Alternative Transaction Notice, no party to this Agreement shall be obligated to, and no party shall be entitled or permitted to, effect the Exchange pursuant to this Agreement.

  • It is understood and agreed that no Alternative Transaction Notice is required for a Company Adverse Recommendation Change made not in response to or as a result of a Superior Proposal.

  • Subject to Maricann’s delivery of an Alternative Transaction Notice (as defined below), the Loans bear an interest rate of 13% per year.

  • Upon the Board of Directors of Fox Corp or Fox Drug determining in good faith that it prefers to endorse or accept an Alternative Transaction, the Fox Parties shall deliver a written notice to Purchaser (an "Alternative Transaction Notice") advising it of the foregoing ------------------------------ determination, which notice shall be accompanied by copies of the form of definitive agreement, if any, or other documentation proposed to be entered into in connection with such Acquisition Proposal.

  • The Amended and Restated Loan Agreement also further amends the previously announced non-binding letter of intent entered into between the Company and Cryptologic in connection with the Proposed Transaction toprovide that any time after December 16, 2019, the Company may provide an Alternative Transaction Notice and the issuance of such notice shall consequently trigger the obligation to pay the Non-Completion Fee.

  • If within the time period specified Purchaser has failed to make a Topping Offer or has notified the Sellers in writing that it does not intend to make a Topping Offer, the Fox Parties shall deliver to Purchaser the Termination Payment described in Section 11.4 and thereafter may enter into a definitive agreement with the Third Party described in the Alternative Transaction Notice or pursue a stand-alone plan.

  • Delivery of an Alternative Transaction Notice by the Company also results in an increase in the interest rate payable under the Amended and Restated Loan Agreement from 13% to 25%.


More Definitions of Alternative Transaction Notice

Alternative Transaction Notice has the meaning given to such term in the LOI.
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Alternative Transaction Notice shall have the meaning set forth in Section 12.1(j).
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Alternative Transaction Notice shall have the meaning given in Section 6.7(b) hereof.
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Alternative Transaction Notice. 1.16 “Cap” 8.2(b)(ii) “Carveout Plan” 5.10(b) “Certificate of Merger” 1.2 “Claim Settlement Agreement” 8.7(f) “Closing” 2.1 “Closing Date” 2.1 “Code” Recitals Defined Term Section “Company” Preamble
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Alternative Transaction Notice has the meaning set forth in SECTION 10.2(F).
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Related to Alternative Transaction Notice

  • 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).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

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

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Disposition Notice is defined in Section 5.2(a).

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Proposed Transaction is defined in Section 6.2(a).

  • Confirmation Notice means a notice provided by the Issuer to an Investor in accordance with clause 1.3(c) of the Terms;

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Auction Notice has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Valuation Notice means the notice given by the Partnership pursuant to Section 8.5(b) or Section 8.6(a) and stating the Initial Value at which a Purchase Right is to be exercised or at which a Repurchase Obligation is to be effected.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.