Higher Offer definition

Higher Offer as defined in Section 6.3 hereof.
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Higher Offer means any Third Party Acquisition which reflects a higher value for the Shares than the aggregate value being provided 28
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Higher Offer means any Third Party Acquisition which reflects a higher value for the Retained Business than the value being provided by Parent pursuant to the Offer, the Merger and the Additional Agreements (as defined in the Merger Agreement). In valuing such a Third Party Acquisition, due regard shall be given to the value to the Company or its stockholders of any additional arrangements involved in such Third Party Acquisition.
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Examples of Higher Offer in a sentence

  • STATUS OF OFFER In the interest of providing more time to the remaining holders of Ordinary Shares, ADSs and Convertible Notes to accept the Offer so that such holders may realise their securities at the Offer Price or the Higher Offer Price (if applicable), the Offeror is extending the Closing Date of the Offer to 5.30 p.m. Singapore time, 5.30 a.m. New York City time on Monday, 7 May 2007 or such later date(s) as may be announced from time to time by or on behalf of the Offeror(1).

  • The Offeror does not intend to revise the Offer Price or the Higher Offer Price for the Ordinary Shares, ADSs or Convertible Notes, save that the Offeror reserves the right to revise the terms of the Offer in accordance with the Singapore Code on Take-overs and Mergers (the “Code”) if an offer which is, or is deemed under the Code to be, competitive to the Offer (a “Competing Offer”) arises.

  • In other words, the Option Price for an Option will be the amount (if positive) of the Offer Price or (if applicable) the Higher Offer Price less the exercise price of that Option.

  • If the exercise price of an Option is equal to or more than the Offer Price or (if applicable) the Higher Offer Price, the Option Price for each Option will be the nominal amount of S$0.001.

  • Shareholders should note that if the Higher Offer Price Threshold is not reached or is not deemed to have been reached notwithstanding the level of acceptances received under the Offer, the Offeror now intends to review the advisability of whether to discontinue the listing and registration of the Ordinary Shares and ADSs following the final closing date of the Offer (the “Review”).

  • In the Offer to Purchase, it was stated that the Offeror would pay the Higher Offer Price and intends to exercise its right under Section 215(1) of the Companies Act, Chapter 50 of Singapore (the “Companies Act”) to compulsorily acquire the remaining Ordinary Shares (including Ordinary Shares represented by ADSs) of holders who have not accepted the Offer, if the Higher Offer Price Threshold were reached.

  • Accordingly, unless otherwise announced by or on behalf of the Offeror in the event of a Competing Offer, the Offer Price and the Higher Offer Price for the Ordinary Shares, ADSs and Convertible Notes are final and will not be revised.

  • In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by Grace into an agreement with respect to a Higher Offer (provided that Grace shall have provided Fresenius AG with at least 72 hours notice of its intention to so enter and the identity of the other party thereto), shall not constitute a breach of this Agreement by Grace.

  • The Offer to Purchase stated that the Higher Offer Price Threshold would be reached if the Offeror acquires or agrees to acquire (or is deemed or treated under the Companies Act as having acquired or agreed to acquire) Ordinary Shares, during the period from the date of the Offer to Purchase up to the final closing date of the Offer, which are equal to or more than 90 per cent.

  • This clause (including but not limited to the Matching Right) applies mutatis mutandis to any Subsequent Higher Offer constituting a Competing Offer.


More Definitions of Higher Offer

Higher Offer means any Third Party Acquisition which reflects a higher value for the Shares than the aggregate value being provided pursuant to the transactions contemplated by the Merger Agreement and the Ancillary Agreements including, without limitation, the shares of Loral Space Common Stock distributed in the Spin-Off. Prior to the termination of the Merger Agreement by the Company pursuant to Clause (d)(ii) above, the Board of Directors will provide a reasonable opportunity to a nationally recognized investment banking firm selected by Parent, Purchaser or their designee (the "IB") to evaluate the proposed Third Party Acquisition, to determine whether it is a Higher Offer and to advise the Board of Directors of the Company of the basis for and results of its determination. The Company agrees to cooperate and cause the Company's financial advisors to cooperate with the IB (including, without limitation, providing the IB with full access to all such information which the IB deems relevant and which the IB agrees to keep confidential) to the extent reasonably requested by the IB. The fees and expenses incurred by the IB shall be paid by Parent. Nothing contained in the definitions of "Active Negotiations", "Third Party Acquisitions" or "Higher Offer" will prevent Parent and Purchaser from challenging, by injunction or otherwise, the termination or attempted termination of the Merger Agreement pursuant to Clause (d)(ii) above.
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Higher Offer means an offer to buy all of the Assets for a lump sum cash payment at least five percent (5%) greater than the aggregate value of the Purchase Price, and otherwise containing all of the terms and conditions of this Agreement. The Assets may not be sold piecemeal, but may only be sold, consistently with the transaction contemplated in this Agreement, as a package.
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Higher Offer has the meaning set forth in Section 5.7.
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Higher Offer has the meaning set forth in Section 8.8. "IRS" means the Internal Revenue Service.
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Related to Higher Offer

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Proposal / Bid means the technical proposal and the commercial/financial proposal.

  • Base Offer Segment means a component of a Sell Offer based on an existing Generation Capacity Resource, equal to the Unforced Capacity of such resource, as determined in accordance with the PJM Manuals. If the Sell Offers of multiple Market Sellers are based on a single Existing Generation Capacity Resource, the Base Offer Segments of such Market Sellers shall be determined pro rata based on their entitlements to Unforced Capacity from such resource.

  • Home solicitation sale means a sale of goods or services of more than $25.00 in which the seller or a person acting for the seller engages in a personal, telephonic, or written solicitation of the sale, the solicitation is received by the buyer at a residence of the buyer, and the buyer's agreement or offer to purchase is there given to the seller or a person acting for the seller. Home solicitation sale does not include any of the following:

  • Qualified Bidder As defined in Section 7.01(c).

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Offered Discount has the meaning set forth in Section 2.05(a)(v)(D)(1).

  • Offered Notes The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Permitted Offer means a tender offer or an exchange offer for all outstanding Common Shares of the Company determined by the Board of Directors of the Company, after receiving such advice as it deems necessary and giving due consideration to all relevant factors, to be in the best interests of the Company and its stockholders.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.