Matching Proposal definition

Matching Proposal means an Acquisition Proposal made by the Investor or any of its Affiliates to the Company in response to a Triggering Proposal that the Board determines, in good faith after receiving advice from outside legal counsel, and after taking into account all of the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal, that such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction that is no less favourable to the Company (including to the holders of Shares) than the Triggering Proposal;
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Matching Proposal means an Investor Proposal, that the Board of Directors of the Company or any committee thereof has in writing determined in its good faith judgment (i) is reasonably likely to be consummated in all material respects in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Investors making the proposal, and (ii) if consummated, would result in a transaction at least as favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by any Acquisition Proposal.
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Matching Proposal has the meaning specified therefor in Section 6.2(a)(i) of this Agreement.
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Examples of Matching Proposal in a sentence

  • For details see the Labour Market Matching Proposal (Kahanec, Zimmermann, Kurekova and Biavaschi, 2013).

  • The Reimbursement Fee shall not include any amount for any fee, cost or expense incurred after the deadline for the Bidder to make a Matching Proposal under clause 3.5(b)(ii).

  • If the Investor does not deliver a Matching Proposal to the Company within the Matching Period or Cure Period, then the Company shall be entitled for a period of ten days after the expiry of the applicable Matching Period and Cure Period to enter into a definitive agreement in respect of the Triggering Proposal.

  • For the avoidance of doubt, the regime contemplated in clause 2.3(b) above is to repeat and be re-applied in the case of a Competing Proposal that is announced after each Matching Proposal or Competing Proposal.


More Definitions of Matching Proposal

Matching Proposal shall have the meaning specified in Section 5.05(a).
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Matching Proposal means a proposal by Buyer, if any, made after receipt by Buyer of the notice required by Section 5.08(e)(iii), the terms of which are at least as favorable to the stockholders of the Company as the terms of the Superior Proposal identified in such notice.
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Matching Proposal means a proposal that is provided by the Optionholder to the Board pursuant to clause 10.6(a)(5) of the Implementation Deed and which the Board determines in good faith is more favourable to the Company’s shareholders than the Competing Transaction. Option Fee means A$10.00.
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Matching Proposal has the meaning set forth in Section 5.03(b).
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Related to Matching Proposal

  • Matching Period has the meaning specified in Section 5.4(1)(e).

  • Salary reduction plan means a benefit plan whereby state and

  • Qualified Matching Contribution means any employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company solely on account of “elective contributions” made on his behalf or “employee contributions” made by him that is a qualified matching contribution as defined in regulations issued under Code Section 401(k), is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k).

  • Matching Contribution means Employer contributions made to this Plan or any other defined contribution plan by reason of Thrift Contributions or Elective Deferrals under this Plan.

  • Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.

  • Profit Sharing Plan means a profit-sharing plan that is qualified pursuant to 26 U.S.C. § 401 of the Internal Revenue Code and subject to the Employee Retirement Income Security Act, and which provides for employer contributions in the form of cash, but not in the form of stock or other equity interests in a Medical Marijuana Business.

  • Company 401(k) Plan has the meaning set forth in Section 6.4(e).

  • Excess Elective Deferrals means the amount of Elective Deferrals (as defined below) for a calendar year that the Participant designates to the Plan pursuant to the following procedure. The Participant’s designation: shall be submitted to the Administrator in writing no later than March 1; shall specify the Participant’s Excess Elective Deferrals for the preceding calendar year; and shall be accompanied by the Participant’s written statement that if the Excess Elective Deferrals is not distributed, it will, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k) or 403(b) of the Code, exceed the limit imposed on the Participant by Section 402(g) of the Code for the year in which the deferral occurred. Excess Elective Deferrals shall mean those Elective Deferrals that are includible in a Participant's gross income under Section 402(g) of the Code to the extent such Participant's Elective Deferrals for a taxable year exceed the dollar limitation under such Code section.

  • Qualified Matching Contributions means Matching Contributions which are immediately nonforfeitable when made, and which would be nonforfeitable, regardless of the age or service of the Employee or whether the Employee is employed on a certain date, and which may not be distributed, except upon one of the events described under Section 401(k)(2)(B) of the Code and the regulations thereunder.

  • Flexi Plan means any individual indemnity hospital insurance plan under the VHIS framework with enhancement(s) to any or all of the protections or terms and benefits that the Standard Plan provides to the Policy Holder and the Insured Person, subject to certification by the Government. Such plan shall not contain terms and benefits which are less favourable than those in the Standard Plan, save for the exception as may be approved by the Government from time to time.

  • Non-Highly Compensated Employee means an Employee who is not a Highly Compensated Employee.

  • MIP has the meaning set forth in Section 3(b) of the Agreement.

  • Elective Deferrals are all Salary Reduction Contributions and that portion of any Cash or Deferred Contribution which the Employer contributes to the Trust at the election of an Eligible Employee. Any portion of a Cash or Deferred Contribution contributed to the Trust because of the Employee's failure to make a cash election is an elective deferral. However, any portion of a Cash or Deferred Contribution over which the Employee does not have a cash election is not an elective deferral. Elective deferrals do not include amounts which have become currently available to the Employee prior to the election nor amounts designated as nondeductible contributions at the time of deferral or contribution.

  • Super Top Heavy Plan means a plan described in Section 2.2(b).

  • Employer Contribution means the amount paid by an employer, as determined by the employer rate, including the normal and deficiency rates, contributions, and funds wherever used in this chapter.

  • AIP means the Company's Annual Incentive Plan as it exists on the date hereof and as it may be amended, supplemented or modified from time to time or any successor plan.

  • Employer Matching Contributions means the Employer matching contributions made to the Trust Fund pursuant to Article V (Employer Matching Contributions).

  • Highly Compensated Employee means an Employee who:

  • Matching Contributions are contributions made by the Employer on account of elective deferrals under a Code Section 401(k) arrangement or on account of employee contributions. Matching contributions also include Participant forfeitures allocated on account of such elective deferrals or employee contributions.

  • Elective Deferral Account means the account established hereunder to which Elective Deferrals (including a separate accounting for Catch-Up Contributions) are allocated. Amounts in the Participant's Elective Deferral Account are nonforfeitable when made and are subject to the distribution restrictions of Section 12.2(e). The Elective Deferral Account may consist of the

  • Plan Year means the calendar year.

  • Basic Plan means as to any Member or Vested Former Member the defined benefit pension plan of the Company or an Affiliated Employer intended to meet the requirements of Code Section 401(a) pursuant to which retirement benefits are payable to such Member or Vested Former Member or to the Surviving Spouse or designated beneficiary of a deceased Member or Vested Former Member.

  • Deferral Contribution means any contribution made to the Plan by the Employer in accordance with the provisions of Section 5.03.

  • Nonhighly Compensated Employee means an Employee who is not a Highly Compensated Employee.

  • Salary Reduction means the amount by which the Participant's Compensation is reduced and applied by the Employer under this Plan to pay for one or more of the Benefits, as permitted for the applicable Component, before any applicable state and/or federal taxes have been deducted from the Participant's Compensation (i.e., on a pre-tax basis).

  • Nonelective Contribution means an amount contributed by a participating