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.
Letter of Offer means any letter, commitment, arrangement or agreement between us and you in relation to the facility. We may revise, add to, vary or replace the letter of offer from time to time.
Asset Sale Offer shall have the meaning specified in Section 4.13.
Last best offer package means the offer exchanged by parties not less than 14 days prior
Offer means “proposals” in negotiation.
Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day.
Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.
Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.
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.
Proposed Amendments means any consequential or related amendments to certain terms of the Note Standard Conditions (as defined in the Note Programme Memorandum), the Series Specific Provisions (as defined in the Standard Interpretation Provision (being Clause 1 of the Standard Provisions Document)), as set out in the Note Issue Supplement in relation to the Series Portfolio Services Agreement and the Series Liquidity Facility Agreement, certain other terms of the Series Liquidity Facility Agreement, the Series Mortgage LIBOR Hedge Agreement, the Series Currency Ab Hedge Agreement, the Series Currency Ac Hedge Agreement, the Series Currency Cb Hedge Agreement, the Series Currency Db Hedge Agreement and the Series Currency Eb Hedge Agreement (each as defined in the Note Issue Supplement), to effect the transition from LIBOR to Compounded Daily SONIA as more fully described in the Amendment Deed; and 11. agree that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)." In Respect of the EUR 28,000,000 Class Db Notes due June 2039
Offeror’s Notice means the notice described in Section 12.3.
Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.
Limited Conditionality Acquisition means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party financing.
Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:
Consent Solicitation has the meaning set forth in Section 6.15(b).
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.
Grant Offer Letter means the letter the Authority issued to the Grant Recipient dated [ ], a copy of which is set out in Annex 1 Part A;
Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E”.
reverse repurchase transactions means transactions whereby a Sub-Fund purchases Securities from a counterparty of Sale and Repurchase Transactions and agrees to sell such Securities back at an agreed price in the future.
Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;
Repurchase Offer shall have the meaning specified in Section 11.1(b).
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.
Offer Period has the meaning given such term in Section 4.1.
Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.
Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).
Best and Final Offer means a revision to an Offer submitted after negotiations are completed that contains the Offeror’s most favorable terms for price, service, and products to be delivered. Sometimes referred to as a Final Proposal Revision.