Competing Acquisition Proposal definition
Competing Acquisition Proposal shall have the same meaning as “Acquisition Proposal” but for this purpose substituting 50% for all references to 15% and 85% in the related definition of Acquisition Transaction.
Competing Acquisition Proposal has the meaning set forth in 5.26(a).
Competing Acquisition Proposal means any offer or proposed offer by any person to acquire all or any material part of the Sale Group or the assets thereof;
Examples of Competing Acquisition Proposal in a sentence
The Company shall continue to keep Parent fully informed of the status and details of any such Competing Acquisition Proposal or inquiry.
On the date of this Agreement, the Vendors and the Company shall, and shall cause each of their respective representatives to, cease immediately any existing activities, discussions or negotiations with any third party with respect to a Competing Acquisition Proposal or any other transaction which could reasonably be expected to lead to a Competing Acquisition Proposal.
The Fee shall be paid within three business days after termination in the case of termination pursuant to clause (b)(i) above, or one business day after the consummation of the Competing Acquisition Proposal which gives rise to the obligation to make such payment in the case of clause (b)(ii) above.
Each Stockholder shall, and shall direct its Representatives involved in the Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person or groups (other than Parent, Target, or any designees of Parent or Target) that may be ongoing with respect to any Competing Acquisition Proposal for Parent or potential Competing Proposal for Parent or that could reasonably be expected to lead to a Competing Proposal for Parent.
Each of ALR Holdings and each Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Competing Acquisition Proposal, and will take the necessary steps to promptly inform such parties of the obligations undertaken in this Section 5.20.
More Definitions of Competing Acquisition Proposal
Competing Acquisition Proposal is defined in Section 6.3.
Competing Acquisition Proposal means any proposal from a third party with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company or any Subsidiary, or any purchase, exchange, securitization, pledge or other acquisition of all or any substantial portion of the assets of the Company or any Subsidiary, including, without limitation, any license, lease or other disposition of all or a substantial portion of the Company's Intellectual Property Rights (other than in the ordinary course of business) or any purchase or other acquisition of any equity interest in the Company or any Subsidiary. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any bona fide proposal with respect to a merger, consolidation, share exchange, tender offer, business combination or similar transaction involving the Company or any Subsidiary, or any purchase or other acquisition of 70% or more of the assets of the Company and its Subsidiaries, taken as a whole, or any purchase or other acquisition of more than 50% of the equity interests in the Company, in each case, which (x) has no financing contingency and (y) the independent financial advisor of the Company advises the Board of Directors of the Company that such proposal is more favorable to the Company Stockholders than the Merger from a financial point of view taking into account any proposed changes to this Agreement that may be proposed by Parent in response to such proposal.
Competing Acquisition Proposal means any proposal or offer from any Person or “group” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) relating to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, including any merger, reorganization, recapitalization, restructuring, share exchange, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, business combination, liquidation, dissolution, joint venture, sale, lease, exchange, license, transfer or disposition or similar transaction, of (A) Seller Parent, (B) assets or businesses of the Seller Parties or their respective Affiliates, taken as a whole, that include Company Properties that (1) generate 32% or more of the net operating revenue or net operating income attributable to the Company Properties, taken as a whole, immediately prior to such transaction, or (2) represent 32% or more of the consolidated total assets (based on fair market value) attributable to the Company Properties, taken as a whole, immediately prior to such transaction, or (C) 20% or more of any class of shares of beneficial interest or capital stock, other equity security or voting power of Seller Parent or any resulting parent company of Seller Parent, including any tender offer or exchange offer in which any Person or “group” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) seeks to acquire beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) or the right to acquire beneficial ownership of 20% or more of the outstanding shares of any class of voting securities of Seller Parent, in each case other than the transactions contemplated by this Agreement.
Competing Acquisition Proposal means a proposal for a tender or exchange offer, merger, consolidation or other business combination involving Delta or any proposal to acquire in any manner a substantial equity interest in, or all or substantially all of the assets of, Delta. In furtherance of the foregoing, notwithstanding any other provision of this Agreement, if this Agreement is terminated after acceptance by Delta because its Board of Directors has recommended to its shareholders any other acquisition proposal, then Delta and Morgan shall promptly pay all the out-of-pocket costs and expe▇▇▇▇ ▇f Windsortech, including the fees and expenses of Windsortech's Counsel, investment bankers and accountants. In addition to the foregoing, if within one year after termination of this Agreement by Delta, any third-party shall enter into any business combination with Delta, such third-party shall pay to Windsortech prior to the earlier of the execution of any letter of intent or definitive agreement or consummation of the business combination with Delta the sum of fifty thousand dollars ($50,000), less any amounts previously paid by Delta to Windsortech pursuant hereto as additional compensation for Windsortech's loss as the result of the nonconsummation of the Merger. In the event such third-party shall refuse to pay such amounts, the amounts shall be personal obligation of Morgan and shall be paid by Morgan to Windsortech promptly upon not▇▇▇ ▇▇ Windsortech.
Competing Acquisition Proposal means any offer or proposal (other than an offer or proposal by RBI) relating to any Competing Acquisition Transaction. For the purposes of this Agreement, "Competing Acquisition Transaction" shall mean any transaction or series of related transactions other than the transactions contemplated by this Agreement involving: (A) any acquisition or purchase from HCB by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 15% interest in the total outstanding voting securities of HCB or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 15% or more of the total outstanding voting securities of HCB or any of its subsidiaries, or any merger, consolidation, business combination or similar transaction involving HCB pursuant to which the shareholders of HCB immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction; (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 15% of the assets of HCB; or (C) any liquidation or dissolution of HCB.
Competing Acquisition Proposal means any proposal from a third party with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company or any Subsidiary, or any purchase or other acquisition of 20% or more of the assets of the Company or any Subsidiary or any purchase or other acquisition of any equity interest in the Company or any Subsidiary. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange, tender offer, business combination or similar transaction involving the Company or any Subsidiary, or any purchase or other acquisition of 70% or more of the assets of the Company and its Subsidiaries, taken as a whole, or any purchase or other acquisition of more than 50% of the equity interests in the Company, in each case, which (w) is fully financed without any financing condition, (x) does not contain a "right of first refusal" or "right of first offer" with respect to any proposal that Parent may make, (y) does not contain any "due diligence" condition and (z) the Board of Directors determines in good faith after taking into account advice from the independent financial advisor of the Company is more favorable to the Company Shareholders than the transactions contemplated by this Agreement from a financial point of view taking into account any proposed changes to such transactions that may be proposed by Parent in response to such proposal. Notwithstanding any other provision of this Agreement, the Company shall submit this Agreement to the Company Shareholders whether or not the Board of Directors of the Company makes a Subsequent Adverse Determination; provided that the Company, concurrently with the submission of this Agreement and the Merger may submit to the Company Shareholders other Competing Acquisition Proposals, if the Company has complied with Section 6.5 and Section 6.9 with respect to such other Competing Acquisition Proposals.
Competing Acquisition Proposal means any inquiry, proposal or offer from any person relating to (x) any direct or indirect sale, transfer, pledge, disposition, reinsurance, novation, bulk reinsurance or other conveyance of rights or interests with respect to the Treaties other than a transaction expressly provided for herein, (y) a direct or indirect sale of any of the outstanding shares of, or other securities issued by, either Company or ALR Holdings or (z) a merger, consolidation, business combination, reorganization, share exchange, recapitalization, liquidation, dissolution or similar transaction involving any Company other than a transaction expressly provided for herein; provided, however, that any such inquiry, proposal or offer that relates to a transaction that would, by its terms, be consummated following the consummation of the transactions contemplated by this Agreement shall not be considered a Competing Acquisition Proposal so long as such transaction would not interfere with the Retrocessionaires’ rights hereunder. For purposes of this Agreement, “Superior Proposal” means any Competing Acquisition Proposal with respect to which any required financing is committed or, in the good faith judgment of the Board of Directors of ALR Holdings, based on the advice of its outside financial advisors, is reasonably capable of being financed by the person making the proposal and, with respect to which the Board of Directors of ALR Holdings shall have concluded in good faith is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Competing Acquisition Proposal and the person making the proposal, and would, if consummated, result in a transaction more favorable to ALR Holding’s shareholders from a financial point of view than the transactions contemplated by this Agreement.