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.
The Stockholders shall promptly communicate to Phoenix Footwear, to the same extent as is required by H.S. Trask pursuant to, and subject to the same conditions contained in, the Merger Agreement, the terms, and other information concerning, any proposal, discussion, negotiation or inquiry and the identity of the party making such proposal or inquiry which the Stockholder may receive in respect of any such Competing Acquisition Proposal.
A CAP Notice must identify the person making the Competing Acquisition Proposal (the "Competing Bidder"), summarize the terms and conditions of the Competing Acquisition Proposal, state whether the Competing Acquisition Proposal constitutes a Superior Acquisition Proposal, and provide an undertaking by Krang to provide to VHI a copy of any documents that are subsequently received by Krang from the Competing Bidder.
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 inquiry, proposal or offer by or from any Person (other than Company or any of its Affiliates) to acquire all or any significant part of the assets, properties, equity interests or equity interest equivalents of any business that is a direct competitor of the Company (including without limitation any cannabis consumer packaged goods companies, any cannabis distribution companies and any cannabis manufacturing companies, in each case with material operations in California), whether by merger, purchase of equity, purchase of assets, tender offer or otherwise; provided that Competing Acquisition Proposal shall not include any transactions that have been publicly announced by Parent.
Competing Acquisition Proposal shall have the same meaning as an “Acquisition Proposal” except that all references to 15% shall be deemed to be references to 50.1%.
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.
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 expexxxx xf 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 notxxx xx Windsortech.
Competing Acquisition Proposal means any inquiry, proposal or offer from any Person relating to (x) any direct or indirect sale, transfer, pledge, disposition, bulk reinsurance or other conveyance of any of the Business, the Insurance Contracts, the Transferred Assets, the Assignment of Contracts, or the outstanding shares of the Purchased Companies other than a transaction expressly provided for herein or (y) a merger, consolidation, business combination, reorganization, share exchange, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase any of the assets of, any Purchased Company other than a transaction expressly provided for herein.