Buyer Acquisition Proposal has the meaning given to it in Section 6.12(c).
Buyer Acquisition Proposal means other than the transactions contemplated by this Agreement, any offer, inquiry or proposal relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 20% or more of the 84 consolidated assets of Buyer and its Subsidiaries or 20% or more of any class of equity or voting securities of Buyer or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Buyer, (ii) any tender offer or exchange offer that, if consummated, would result in such third party beneficially owning 20% or more of any class of equity or voting securities of Buyer or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Buyer, or (iii) a merger, consolidation, share exchange or other business combination, reorganization or similar transaction involving Buyer or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Buyer.
Buyer Acquisition Proposal means (A) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture or other similar transaction involving Buyer; (B) any inquiry, proposal or offer (including tender or exchange offers) to acquire in any manner, directly or indirectly, more than 15% of the outstanding Buyer Common Stock or Equity Interests of Buyer representing more than 15% of the voting power of Buyer; or (C) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Buyer Subsidiary), directly or indirectly, assets or businesses of Buyer or the Buyer Subsidiaries, including pursuant to a joint venture, representing more than 15% of the consolidated assets, revenues or net income of Buyer, in each case, other than the transactions contemplated by this Agreement.
Examples of Buyer Acquisition Proposal in a sentence
If the Buyer Board determines that the proposed amendment by the Company upon acceptance by the Buyer would result in Buyer Acquisition Proposal not being a Buyer Superior Proposal, the Buyer shall promptly so advise the Company and enter into an amendment to this Agreement with the Company reflecting the amended proposal of the Company and will promptly reaffirm its recommendation of the Arrangement as amended.
The Buyer and the Buyer Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any person other than the Company with respect to any Buyer Acquisition Proposal.
The Buyer shall not (i) amend the Rights Agreement other than as contemplated by Section 3.23 or (ii) take any action with respect to, or make any determination under, the Rights Agreement (including a redemption of the Preferred Rights) with the purpose of facilitating a Buyer Acquisition Proposal.
Buyer Parent shall promptly (and in any event, within twenty-four (24) hours) notify the Seller Parties in writing after it or any of its Subsidiaries or any of their respective Representatives has received a Buyer Acquisition Proposal.
If any Person makes a Buyer Acquisition Proposal, Parent and Buyer will immediately notify Seller of such Buyer Acquisition Proposal and all related details.
More Definitions of Buyer Acquisition Proposal
Buyer Acquisition Proposal means, with respect to Buyer, any agreement, offer, proposal or bona fide indication of interest (other than this Agreement or the SPAC Transactions) or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (i) any acquisition or purchase by any person or Group of more than a 15% interest in the total outstanding voting securities of Buyer or of any option, call, warrant or right to acquire a 15% or greater interest in the total outstanding voting securities of Buyer or of any security, instrument or obligation that is or may become convertible into or exchangeable for a 15% or greater interest in the total outstanding voting securities of Buyer, (ii) any merger, consolidation, business combination or similar transaction involving Buyer, (iii) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business and consistent with past practice), acquisition, or disposition of more than 15% of the assets of Buyer in any single transaction or series of related transactions, other than the licensing, acquisition or disposition of inventory or personal property or the licensing of Intellectual Property, in each case, in the ordinary course of business consistent with past practice or (iv) any liquidation, dissolution, recapitalization or other significant corporate reorganization of Buyer, or any extraordinary dividend, whether of cash or other property.
Buyer Acquisition Proposal means any proposal, Contract, offer or inquiry by any Person or Persons for or with respect to (regardless how structured) (i) the acquisition of any of the equity interests of another Person by Buyer or any of its Subsidiaries pursuant to a merger, consolidation, dissolution, recapitalization, refinancing or otherwise, (ii) a transaction pursuant to which another Person issues or would issue, or Buyer, its stockholders or any of its Subsidiaries acquire or would acquire, any of the equity interests of such other Person or (iii) a transaction pursuant to which Buyer or any of its Subsidiaries acquires or would acquire in any manner, directly or indirectly, any assets of another Person; provided that the Kingfisher Contribution Agreement and the transactions contemplated thereby, the Riverstone Contribution Agreement and the transactions contemplated thereby and any financing with respect to the Transactions, the transactions contemplated by the Kingfisher Contribution Agreement or the transactions contemplated by the Riverstone Contribution Agreement shall not constitute a Buyer Acquisition Proposal.
Buyer Acquisition Proposal means any inquiry, offer or proposal (other than an inquiry, offer or proposal from Seller), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, a Buyer Acquisition Transaction. For purposes of this Agreement, "Buyer Acquisition Transaction" shall mean an acquisition of Buyer or all or substantially all of the assets of Buyer, involving any merger, consolidation, purchase of assets, recapitalization, purchase or exchange or equity interests, liquidation, dissolution or similar transaction involving Buyer or all or substantially all of the assets of Buyer.
Buyer Acquisition Proposal means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids) other than the Company (or any affiliate of the Company) after the date of this Agreement relating to:
Buyer Acquisition Proposal. Section 5.8(h)
Buyer Acquisition Proposal means any inquiry, proposal or offer from any Person or “group” (other than any of the Seller Parties or any of their Affiliates), within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (A) direct or indirect acquisition of assets of Buyer Parent or the Buyer Subsidiaries representing 50% or more of Buyer Parent’s consolidated assets (calculated based on the book value of such assets as of September 30, 2014), (B) acquisition of 50% or more of the outstanding Buyer Parent Shares or Buyer OP Units (including Buyer OP Units held by Buyer Parent), (C) tender offer or exchange offer that if consummated would result in any Person or “group” (other than any of the Seller Parties or any of their Affiliates) beneficially owning 50% or more of the outstanding Buyer Parent Shares or Buyer OP Units (including Buyer OP Units held by Buyer Parent), (D) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Buyer Parent or Buyer OP or (E) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets (calculated as described above), Buyer Parent Shares and Buyer OP Units (including Buyer OP Units held by Buyer Parent) involved is 50% or more; in each case, other than the Transactions.
Buyer Acquisition Proposal means any inquiry, offer or proposal by the Buyer, directly or indirectly, (a) for any acquisition or purchase of 40% or more of the consolidated assets of the Company and the Subsidiaries or 40% or more (by voting power) of any class of equity or voting securities of one or more of the Subsidiaries whose assets, individually or in the aggregate, constitute 40% or more of the consolidated assets of the Company and the Subsidiaries, (b) for any acquisition, purchase, tender offer (including a self-tender offer) or exchange offer or constituting any tender offer or exchange offer, in each case, that would result in the Buyer Beneficially Owning 40% or more (by voting power) of any class of equity or voting securities of the Company, (c) for any merger, consolidation, reorganization, recapitalization, joint venture, liquidation or other business combination involving (i) the Company or (ii) one or more of the Subsidiaries whose assets, individually or in the aggregate, constitute 40% or more of the consolidated assets of the Company and the Subsidiaries, in each case, that would result in the Buyer (i) directly or indirectly acquiring or purchasing 40% or more of the consolidated assets of the Company and the Subsidiaries or 40% or more (by voting power) of any class of equity or voting securities of one or more of the Subsidiaries whose assets, individually or in the aggregate, constitute 40% or more of the consolidated assets of the Company and the Subsidiaries or (ii) Beneficially Owning 40% or more (by voting power) of any class of equity or voting securities of the Company or (d) the issuance or acquisition of capital stock or other equity or voting securities of the Company or any of the Subsidiaries constituting 40% or more (by voting power) of any class of equity or voting securities of the Company or any of the Subsidiaries (except for the issuance of shares of Common Stock pursuant to exercise of Equity Interests in the Company outstanding on the date hereof and as set forth on Schedule 5.6).