Covered Proposal definition

Covered Proposal means a Takeover Proposal, substituting “75%” for each occurrence of “15%” in the definition of “Takeover Proposal”.
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Covered Proposal shall be as defined in Section 8.6(a)(i).
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Covered Proposal means any proposal by Sprint (i) for a merger, ---------------- consolidation, business combination, recapitalization or similar transaction, (ii) to modify or amend either the Articles or the provisions of the Bylaws relating to the Capital Stock Committee of the Board of Directors of Sprint in a manner that would adversely affect the rights of the holders of the Series 1 PCS Stock or the Series 2 PCS Stock, (iii) for the issuance of Sprint Voting Securities, (iv) for the sale of substantially all assets or a dissolution or liquidation of Sprint, or (v) for any other matter that would require approval of the holders of PCS Stock, voting as a separate class.
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Examples of Covered Proposal in a sentence

  • Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement.

  • Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on any Covered Proposal until after the Expiration Date.

  • Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement.

  • Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement.

  • This Agreement is intended to bind Holder as a stockholder of Parent and only with respect to the Covered Proposal.

  • Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement.

  • Any Termination Fee that becomes payable shall be paid (x) in the case of clause (i) above, not later than the date on which Mondavi enters into an agreement with respect to a Covered Proposal, (y) in the case of clause (ii) above, on the second business day after the date that the Agreement is terminated, and (z) in the case of clause (iii) above, immediately prior to the termination of the Agreement, in each case payable by wire transfer of same day funds.

  • This Agreement is intended to bind Holder as a stockholder of the Company and only with respect to the Covered Proposal.

  • Notwithstanding any recommendation (including any change thereof) or any other action or inaction of the Board of Directors of Eagle with respect to a Covered Proposal, the Shareholder shall vote all of the Shareholder’s Covered Shares in favor of any Covered Proposals of the type described in clause (a) of the definition of Covered Proposals and in opposition to any Covered Proposals of the type described in clause (b) of the definition of Covered Proposals.

  • Any Termination Fee that becomes payable shall be paid (x) in the case of clause (i) above, not later than the second Business Day after the date on which the Company enters into an agreement with respect to a Covered Proposal, and (y) in the case of clauses (ii) and (iii) above, on not later than the second Business Day after the date that this Agreement is terminated, in each case payable by wire transfer of same day funds.


More Definitions of Covered Proposal

Covered Proposal means any offer or proposal (other than an offer or proposal by Elevation or Merger Sub) to engage in a Covered Transaction.
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Covered Proposal as used herein means a Takeover Proposal, substituting “75%” for each occurrence of “15%” in the definition of “Takeover Proposal”.
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Covered Proposal shall have the meaning set forth in Section 8.1(b).
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Related to Covered Proposal

  • approved proposal means a proposal approved or determined under this Agreement;

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Bid Proposal or “Proposal” means the Bidder’s proposal submitted in response to the RFP.