Company Proposal means the proposal provided by Company attached as Exhibit C prepared in response to the Customer’s request for proposal.
Company Proposal means the proposal to approve this Agreement, which proposal is to be presented to the stockholders of the Company in the Proxy Statement/Prospectus.
Company Proposal means any inquiry, proposal or offer from any Person other than the Surf Entities or any of their affiliates with respect to any (a) merger, joint venture, partnership, consolidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination, purchase or similar transaction involving the Company or any of its Subsidiaries which if consummated would result in any Person (other than the Surf Entities or any of their affiliates) becoming the beneficial owner, directly or indirectly, in one or a series of related transactions, of fifteen percent (15%) or more of the total voting power of the Company or (b) direct or indirect acquisition, in one or a series of related transactions, of fifteen percent (15%) or more of the assets of the Company and its Subsidiaries, taken as a whole, in each case, other than the transactions contemplated by this Agreement.
Examples of Company Proposal in a sentence
In the event there is a conflict between the Company Proposal and this Agreement, the Company Proposal shall control.
In the event of a conflict between the Customer Specifications and the Company Proposal, the Company Proposal shall control.
The Company acknowledges and agrees that (i) any change to the financial terms or (ii) any material change to any other terms of an Unsolicited Company Proposal or Superior Proposal shall require compliance with the foregoing provisions anew.
The only vote of the holders of any class or series of capital stock of the Company necessary to approve the Company Proposal is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock.
The Company Board may not make a Company Adverse Recommendation Change in respect of a Superior Company Proposal if any such Superior Company Proposal resulted from a breach by the Company of this Section 7.4.
More Definitions of Company Proposal
Company Proposal means any bona fide written proposal (i) for a merger, consolidation, dissolution, recapitalization or other business combination of the Company, (ii) for the issuance of any equity securities of the Company or any of its Subsidiaries representing at least 15% of the equity securities of the Company or (iii) to acquire in any manner, directly or indirectly, (A) at least 15% of the equity securities of the Company or (B) at least 15% of the assets of the Company and its Subsidiaries taken as a whole, in each case other than the transactions contemplated by this Agreement and the agreements to be executed in connection herewith.
Company Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company or any of its Subsidiaries, (ii) any proposal for the issuance of any equity securities of the Company or any of its Subsidiaries (other than upon exercise of Company Options) or (iii) any proposal or offer to acquire in any manner, directly or indirectly, (A) any equity securities of the Company or any of its Subsidiaries or (B) any of the assets of the Company or any of its Subsidiaries outside the ordinary course of business and consistent with past practices, in each case other than the transactions contemplated by this Agreement and the agreements to be executed in connection herewith.
Company Proposal has the meaning set forth in the recitals hereof.
Company Proposal means any inquiry, proposal or offer from any Third Party or 13D Group relating to (i) any direct or indirect acquisition or purchase, in a single transaction or a series of transactions, of (A) 20% or more (based on the fair market value thereof, as determined by the Board of Directors of the Company) of the assets (including capital stock of the Subsidiaries of the Company) of the Company and its Subsidiaries, taken as a whole (other than sales of inventory in the ordinary course and other than inquiries, proposals and offers to acquire or purchase assets in connection with the parties’ obligations under Section 6.6(e)), or (B) 20% or more of the outstanding shares of the Company Common Stock; (ii) any tender offer or exchange offer that, if consummated, would result in any Third Party or 13D Group owning, directly or indirectly, 20% or more of the outstanding shares of the Company Common Stock; or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company pursuant to which any Third Party (or the shareholders of any Third Party) or 13D Group would own, directly or indirectly, 20% or more of any class of equity securities of the Company or of the surviving entity in a merger or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the transactions contemplated by this Agreement.
Company Proposal means the application attached as Exhibit A,
Company Proposal means an Acquisition Proposal which satisfies both subsection (1) and subsection (2) of Section 5.9(b).