Independent Competing Offer definition

Independent Competing Offer means (a) an offer for, or scheme of arrangement of, Sema which is made or entered into by a person or persons who are not associates (as such term is defined in the City Code) of Schlumberger Investments at or above the value of the Offer or (b) any sale, disposal, merger, business combination, demerger or liquidation (or similar transaction or arrangement) resulting in any person or persons who are not associates of Schlumberger Investments owning more than 30% of the voting rights of Sema or assets representing more than 10% of the turnover of Sema and its subsidiary undertakings.
Sample 1
Independent Competing Offer means an offer, re-capitalisation or other transaction or proposal howsoever effected (including by means of a scheme of arrangement) relating to the Company which, in any such case, is intended to result in a change of control of the Company (control being interpreted in accordance with the Code) or the disposal of a material part (being 50 per cent. or more) of the business or assets of the Company’s Group and, where it involves a third party, is made by a person or entity other than the Offeror or Gen-Probe or any person acting in concert (as defined in the Code) with either of them;
Sample 1
Independent Competing Offer means an offer, tender offer, scheme of arrangement, recapitalisation or other transaction for or in respect of some or all of the ADSL Shares which is made by a party which is not an associate (as defined in the City Code) of YRMN and shall include, without limitation, an announcement of such a transaction (or potential transaction) (whether or not subject to any preconditions);
Sample 1

Examples of Independent Competing Offer in a sentence

  • For these purposes, Independent Competing Offer means (a) an offer for, or scheme of arrangement of, Sema which is made or entered into by a third party at or above the value of the Offer or (b) certain other transactions resulting in any third party owning more than 30 per cent.

  • If any person makes an Independent Competing Offer Announcement Diodes may amend the terms of its Offer (the Revised Offer) and for a period of 2 Business Days from the Independent Competing Offer Announcement, Zetex shall not withdraw the Scheme.

  • Among other things, the parties have agreed to cooperate with regard to the process to implement the Scheme and Hallin has entered into certain undertakings concerning the conduct of business by Hallin during that period, including, among other things, non-solicitation of an Independent Competing Offer and an inducement fee payable in certain circumstances.


More Definitions of Independent Competing Offer

Independent Competing Offer means an Independent Offer which is either announced before the Offer lapses or is withdrawn or is announced following the announcement of another Independent Offer which is itself announced before the Offer lapses or is withdrawn in accordance with its terms;
Sample 1
Independent Competing Offer has the meaning given thereto in Clause 7.1(b)(v) hereof;
Sample 1
Independent Competing Offer means an offer, tender offer, scheme of arrangement, recapitalisation, merger or business combination or other transaction (whether or not subject to any preconditions) which is to be made or entered into by any third party which is not an associate (as defined in the City Code) of Bidco and the purpose of which is to acquire all or a significant proportion (being 50 per cent. or more when aggregated with shares already held by such party and any associate (as defined in the City Code) of such party) of DCS’ shares, or all or a significant proportion (being 50 per cent. or more) of its undertaking, assets or business, or any other arrangement or transaction or series of the same which is inconsistent with the implementation of the Acquisition;
Sample 1
Independent Competing Offer means an offer, scheme of arrangement, recapitalisation or other transaction which (a) is made or entered into by a party which is not an affiliate of TRW and (b) 2 is in a cash amount in excess of the Offer, or which comprises all non-cash consideration or a mix of cash and non-cash consideration, in either case in an amount which TRW and LucasVarity agree, or failing such agreement an independent financial adviser determines, exceeds the value of the Offer. This agreement and any claim related directly or indirectly to this agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the principles of conflict of laws thereof. No such claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of New York or in any United States District Court located in the State of New York, and the parties agree to submit to personal jurisdiction and service and venue in any such court having subject matter jurisdiction over any such claim. Please confirm LucasVarity's agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this agreement enclosed herewith. Very truly yours, TRW INC. By /s/ Kathxxxx X. Xxxxxxx ------------------------------ Assistant Secretary Confirmed and Agreed to by LUCASVARITY PLC By /s/ John X. Xxxxxx ------------------------------ Executive Vice President and Chief Operating Officer
Sample 1

Related to Independent Competing Offer

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Outside Activity means any private practice, private consulting, additional teaching or research, or other activity, compensated or uncompensated, which is not part of the employee's assigned duties and for which the University has provided no compensation.

  • Competing Organization means any person or organization engaged in, or with definitive plans to become engaged in, research or development, production, distribution, marketing or selling of a Competing Product.

  • Independent candidate means any candidate who claims not to be affiliated with a political party, and whose name has been certified on the office-type ballot at a general or special election through the filing of a statement of candidacy and nominating petition, as prescribed in section 3513.257 of the Revised Code.

  • 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.

  • Competitive Activity will not include (i) the mere ownership of securities in any such enterprise and the exercise of rights appurtenant thereto or (ii) participation in the management of any such enterprise other than in connection with the competitive operations of such enterprise.

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • Direct Competitor means any individual, partnership, corporation, limited liability company, association, or other group, however organized, who competes with the Company in the full service restaurant business.

  • Competitive solicitation means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award of a District purchase contract.

  • Competitive Business Activity means:

  • Competitive Business means any firm, partnership, joint venture, corporation and/or any other Person, and/or any licensee of such entity, that develops, manufactures, markets, distributes, provides, offers, or sells any services or products substantially similar to First Party’s services or products.

  • Competitive integrated employment means work (including self-employment) that is performed on a full-time or part-time basis:

  • Competing Activity means the providing of services or performance of activities for a Competitive Enterprise in a line of business that is similar to any line of business to which the Executive provided services to the Firm in a capacity that is similar to the capacity in which the Executive acted for the Firm while employed by the Firm, and (ii) “Competitive Enterprise” shall mean a business (or business unit) that (A) engages in any activity or (B) owns or controls a significant interest in any entity that engages in any activity, that in either case, competes anywhere with any activity in which the Firm is engaged up to and including the Executive’s Date of Termination. Further, notwithstanding anything in this Section 5, the Executive shall not be considered to be in violation of this Section 5 solely by reason of owning, directly or indirectly, any stock or other securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the Executive’s interest does not exceed 5% of the outstanding capital stock of such Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in such Competitive Enterprise).

  • Competing Enterprise means any person or any business organization of whatever form, engaged directly or indirectly within the Area in the Business of the Company.

  • Competitor means any business, individual, partnership, joint venture, association, firm, corporation or other entity, other than the Employer or its affiliates or subsidiaries, engaged, wholly or partly, in Company Activities.

  • Competing Business means any person or entity that competes with the Company Group in the sale, marketing, production, distribution, research or development of Competing Products in the same markets.

  • Competing Permitted Bid means a Take-over Bid that:

  • Restricted Territory means the United States of America.

  • Competing Services means to provide, manage, supervise, or consult about (whether as an employee, owner, partner, stockholder, investor, joint venturer, lender, director, manager, officer, employee, consultant, independent contractor, representative or agent, or otherwise) any services that are similar in purpose or function to services you provided to the Company in the two year period preceding the termination of your employment, that might involve the use or disclosure of Confidential Information, or that would involve business opportunities related to Relevant Products.

  • Client company means any person that enters into an agreement for professional employer services

  • Competitive contracting means the method described in sections 45 through 49 of P.L.1999, c.440 (C.18A:18A-4.1 through C.18A:18A-4.5) of contracting for specialized goods and services in which formal proposals are solicited from vendors; formal proposals are evaluated by the purchasing agent or counsel or School Business Administrator; and the Board awards a contract to a vendor or vendors from among the formal proposals received.

  • Competitive employment means work in the competitive labor market that is performed on a full-time or part-time basis in an integrated setting and for which an individual is compensated at or above the minimum wage, but not less than the customary wage and level of benefits paid by the employer for the same or similar work performed by individuals who are not disabled.

  • Affiliated Entity means any entity controlling, controlled by, or under common control with an Insured.

  • Independent Consultant means the independent individual, firm, or organization with which the SBA contracts to prepare the Premium Formula and any other actuarial services for the FHCF, as determined under the contract with the Consultant.

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.