Competitive Proposal definition
Competitive Proposal means any tender or exchange offer involving the Company, any proposal for a merger, consolidation, business combination or similar transaction involving the Company or its subsidiaries, any proposal or offer to acquire in any manner more than 10% of the Common Stock of the Company or a substantial portion of the business or assets of the Company or its subsidiaries, other than immaterial or insubstantial assets or inventory in the ordinary course of business or assets held for sale, any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or its subsidiaries or any proposal or offer with respect to any other transaction similar to any of the foregoing with the Company other than pursuant to the transactions to be effected pursuant to the Merger Agreement.
Competitive Proposal means any bona fide Acquisition Proposal from any Person that the Company's Board of Directors determines in its good faith reasonable judgment, could reasonably be expected to lead to a transaction which is financially superior to the Merger.
Competitive Proposal means any written proposal made by a third party, other than any member of either the Family or the Board of Directors of Target, to acquire, for consideration consisting of cash and/or publicly traded equity securities, more than 50% of the shares of Common Stock then outstanding or all or substantially all the assets of Target, with respect to which proposal (i) the Board of Directors of Target determines in its good faith judgment (based on the opinion, with only customary qualifications, of an independent financial advisor of good national reputation in such matters) that (a) the value of the consideration of such proposal exceeds the value of each of the Merger Consideration and any alternative proposal presented by Acq Corp or any of its Affiliates and (b) such proposal is more favorable to Target and Target's stockholders than the Merger and any alternative proposal presented by Acq Corp or any of its Affiliates, and (ii) there is no financing condition and financing, to the extent required, is fully committed.
Examples of Competitive Proposal in a sentence
For purposes of this Agreement, an "ANS Competitive Proposal" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of all or a significant part of the stock or assets of ANS or any ANS Entity or of the ANS Network Services Business or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving ANS or any ANS Entity, other than the transactions contemplated by this Agreement.
Moreover, to the extent that the MA Solution is not equal to or better than the Competitive Proposal, Frontier shall communicate to Barclays as much information as it can under the restrictions in any confidentiality agreements with other providers.
When a formal procurement method is required, the following competitive sealed bid or an Invitation for Bid (IFB) or a Competitive Proposal in the form of a Request for Proposal (RFP) procedures will apply.
Acq Corp shall have the opportunity, until the end of the tenth day after it receives a Notice of Competitive Proposal, to make an offer that the Board of Directors of Target must consider in good faith, after consultation with its financial advisors, to determine if it is at least as favorable, from a financial point of view, to the shareholders of Target as the Competitive Proposal.
For purposes of this Agreement, "Competitive Proposal" means a proposal from any person to acquire all or a substantial part of the assets of the Company or more than 50% of the equity securities of the Company or any merger, consolidation or business combination involving the Company, other than the transactions contemplated by this Agreement.
More Definitions of Competitive Proposal
Competitive Proposal means, subject to any carve-outs that YNV and Sberbank may agree in writing, any offer or proposal contemplating or otherwise relating to any of the following transactions (other than the Investment): **
Competitive Proposal means (i) any proposal or offer from any person relating to any direct or indirect acquisition or purchase of all or a substantial part of the assets of the Company or any of its subsidiaries or of over 20% of any class of equity securities of the Company or any of its subsidiaries, or (ii) any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Company or any of its subsidiaries, (iii) any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement and other than transactions in the ordinary course of business, or (iv) any other transaction the consummation of which would reasonably be expected to, in a material way, impede, interfere with, prevent or delay the Merger or which would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated hereby.
Competitive Proposal means any proposal or offer from any person relating to any direct or indirect acquisition or purchase of all or a substantial part of the assets of the Company or any of its subsidiaries (other than the Convertible Preferred Stock) or of over 50% of any class of equity securities of the Company or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of any class of equity securities of the Company or any of its subsidiaries (other than the Convertible Preferred Stock), any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated hereby. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party.
Competitive Proposal means any offer or other proposal for the sale, reorganisation or recapitalisation of Cordiant or any other member of the Cordiant Group (excluding for the purposes of sub-clause 6(2) internally generated management buy-out proposals) or any other transaction or proposed transaction in respect of Cordiant involving a third party which would amount to an action requiring the approval of Cordiant shareholders in general meeting under Rule 21 of the City Code;
Competitive Proposal means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of 10% or more of the assets of CompuServe and the CompuServe Entities or 10% or more of any class of equity securities of CompuServe or any of the CompuServe Entities, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 10% or more of any class of equity securities of CompuServe or any of the CompuServe Entities, any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving CompuServe or any of the CompuServe Entities, other than the transactions contemplated by this Agreement and the Stockholders Agreement, or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would reasonably be expected to dilute materially the benefits to WorldCom of the transactions contemplated by this Agreement and the Stockholders Agreement.
Competitive Proposal means a proposal from any person to acquire all or a substantial part of the assets of the Company or more than 50% of the equity securities of the Company or any merger, consolidation or business combination involving the Company, other than the transactions contemplated by this Agreement.
Competitive Proposal means (i) any proposal or offer from any Person relating to any direct or indirect acquisition or purchase of all or a substantial part of the assets of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person beneficially owning twenty percent (20%) or more of any class of existing securities of the Company, (iii) any merger, consolidation, business combination, sale of substantially all of the assets, recapitalization, liquidation, dissolution, or similar transaction involving the Company, other than the transaction contemplated by the Agreement and other than transactions in the ordinary course of business consistent with past practice, or (iv) any other transaction the consummation of which would reasonably be expected to impede or delay the Merger.