Examples of Investor Tender Offer in a sentence

Each of the proposed transactions would be structured to qualify as a Permitted Investor Tender Offer (as defined in the Stockholders Agreement) and in particular would have a non-waivable condition that the holders of at least a majority of the WilTel shares that are not beneficially owned by Leucadia have tendered and not withdrawn their shares (the "Minimum Condition").
According to the letter Sent to WilTel's board of directors and filed with the Securities and Exchange Commission ("SEC") on May 15, 2003, the Proposed Transaction is a Permitted Investor Tender Offer negotiated as part of the 2002 Stockholders Agreement between WilTel and Leucadia.
In fact, at the time the Stockholder Agreement between Leucadia and WilTel was negotiated, last year, it was agreed that Leucadia could make a "Permitted Investor Tender Offer" (as defined in the Stockholders Agreement) and that such a transaction would not be initiated prior to October 15, 2004, unless it was approved by a majority of the "Independent Company Directors" (as defined in the Stockholders Agreement) or by the holders of a majority of the WilTel shares not owned by Leucadia.

More Definitions of Investor Tender Offer

Investor Tender Offer means a bona fide public tender offer --------------------- subject to the provisions of Regulation 14D under the Exchange Act, by a Restricted Party (or any 13D Group that includes a Restricted Party) to purchase or exchange for cash or other consideration all of the Outstanding Company Common Stock (other than Common Stock owned by Restricted Parties or any Affiliate of a Restricted Party) and which has a minimum condition of such number of shares of Common Stock that would result in the Restricted Parties Beneficially Owning not less than 51% of the shares of Outstanding Company Common Stock on a fully-diluted basis (including all shares of Common Stock issuable upon exercise of any option, warrant or other right to acquire Common Stock, whether or not then exercisable).

Investor Tender Offer means a bona fide public tender offer subject to the provisions of Regulation 14d under the Exchange Act, by a Restricted Party (or any 13D

Investor Tender Offer means a bona fide public tender offer subject to the provisions of Regulation 14D under the Exchange Act (or any successor regulation, rule or statute), by a Restricted Party (or any 13D Group that includes a Restricted Party) to purchase or exchange for cash or other consideration any Voting Stock and which consists of an offer to acquire 100% of the Total Current Voting Power of the Company then in effect (other than Voting Stock owned by Restricted Parties or any Affiliate of a Restricted Party) and is conditioned (which condition may not be waived) on a majority of the shares of Voting Stock held by Disinterested Shareholders being tendered and not withdrawn with respect to such offer.

Investor Tender Offer means a bona fide public tender offer subject to the provisions of Regulation l4D under the Exchange Act, by an Investor (or any 13D Group that includes an Investor) to purchase or exchange for cash or other consideration all of the outstanding shares of Common Stock (other than Common Stock owned by the Investors or their Controlled Affiliates) and which has a minimum condition of such number of shares of Common Stock that would result in the Investors or their Controlled Affiliates Beneficially Owning not less than 51% of the shares of outstanding Common Stock on a fully-diluted basis (including all shares of Common Stock issuable upon exercise of any option, warrant, conversion right or other right to acquire Common Stock, whether or not then exercisable).

Investor Tender Offer means a bona fide public tender offer subject to the provisions of Regulation 14D when first commenced within the meaning of Rule 14d-2(a) of the rules and regulations under the Exchange Act, by any combination of members of the Investor Group to purchase or exchange for cash or other consideration Voting Stock and which consists of an offer to acquire one hundred percent (100%) of the Total Current Voting Power of the Company then in effect (other than shares of Voting Stock owned by the Investor Group) and is conditioned (which conditions may not be waived) on (i) a majority of the shares of the Voting Stock that is held by Disinterested Stockholders being tendered and not withdrawn with respect to such offer and (ii) at least ninety percent (90%) of the Total Current Voting Power of the Company then in effect being owned by the Investor Group upon completion of the tender offer, and which is accompanied by an irrevocable, unwaivable commitment by the offeror(s), subject to such ninety percent (90%) condition being met, to promptly acquire in a merger any shares of Voting Stock not purchased in such offer, to the extent any shares are purchased in such offer, for the same amount and form of consideration per share offered in such Investor Tender Offer, and the effectuation of a Short Form Merger promptly thereafter.

Investor Tender Offer means a bona fide public tender offer subject to the provisions of Regulation 14D when first commenced within the meaning of Rule 14d-2(a) of the rules and regulations under the Exchange Act, by any of the Investor Group (or any 13D Group that includes any of the Investor Group, other than the Special 13D Group) to purchase or exchange for cash or other consideration any Common Stock and which consists of an offer to acquire one hundred per cent (100%) of the outstanding Common Stock and is conditioned (which condition may not be waived) on a majority of the shares of outstanding Common Stock held by shareholders other than any of the Investor Group being tendered and not withdrawn with respect to such offer.