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.

  • 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 Parent and only with respect to the Covered Proposal.

  • Stockholder further agrees that, from and after the date hereof until the Expiration Time, Stockholder will not, and will not permit any entity under Stockholder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal or (B) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to the Transaction.

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

  • 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 shall have the meaning set forth in Section 8.1(b).
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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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Related to Covered Proposal

  • approved proposal means a proposal approved or deemed to be approved 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 shall have the meaning set forth in Section 6.6(f)(i).

  • 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.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Contractor’s Proposal means the proposal submitted by the Contractor with the Tender, as modified and accepted by the Employer and included in the Contract. Such documents may include the Contractor’s preliminary design.

  • Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • Change Proposal means a proposal for a Change Order submitted by the Design/Builder to the Owner, either at the request of the Owner, or at the Design/Builder's own initiative.

  • Preferred Proponent means the Proponent that is invited into negotiations in accordance with the evaluation process set out in this RFP;

  • Preferred Proponent(s means the Proponent(s) selected by the Evaluation Team to enter into negotiations for a Contract;

  • Tax Proposals means all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.