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 set forth in Section 5.03(b).
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Examples of Matching Proposal in a sentence

  • 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).

  • The Company shall enter into an agreement with the Purchaser and/or the Parent implementing the Matching Proposal as soon as reasonably practicable after the Company's receipt from the Purchaser or Parent of such Matching Proposal.

  • If Williams does not deliver a written Matching Proposal to iBEAM xxxxxx xuch time period, iBEAM shall have the right to purchase the service from the third party pursuant to the Proposal free and clear of any obligation to Williams under this RLR.

  • Pursuant to Section 5.03 of the United Purchase Agreement, Seller has delivered to Alstyle Operations, LLC Buyer’s Competing Proposal (as defined therein) and Alstyle Operations, LLC has not delivered to Seller a Matching Proposal (as defined therein) within five Business Days of its receipt thereof.

  • However, one of the partners has heard of the Balanced Scorecard and has suggested that this might be an appropriate model for RTF to use.

  • Williams shall have no less than five (5) business days after xxxxxxx xf such notice from iBEAM of the terms of a Proposal in which to deliver to iBEAM notice that it intends to submit a written proposal or a written Matching Proposal, in which case iBEAM shall either (a) agree to the Matching Proposal within five (5) business days after receipt thereof, or (b) decline the Matching Proposal, in which case iBEAM shall not accept the Proposal either.

  • Company shall not be permitted to enter into any such Alternative Definitive Agreement or terminate this Agreement pursuant to Section 8.1(f) if a Matching Proposal is made during such five (5) business day period (it being understood that any amendment or modification to the terms of an Alternative Proposal in response to a Matching Proposal shall require the delivery of a new notice to Parent and a new five (5) business day matching period).

  • In the event that Buyer makes a binding Matching Proposal to Sellers, Sellers shall negotiate in good faith with Buyer to amend this Agreement to reflect such Matching Proposal.

  • In the event that iBEAM receives a bona fide proposal from a third party (a "Proposal") to provide a service to iBEAM that is the same as or substantially similar to a Service, iBEAM shall offer Williams the opportunity to make a proposal to iBEAM to provide xxxx Xxrvice on the same terms as those contained in the Proposal (a "Matching Proposal").

  • In the event that LB provides CollPlant with a Matching Proposal within said period, CollPlant will be obligated to accept any Matching Proposal, and the Parties shall promptly (and in any event no later than forty-five (45) days following delivery of CollPlant’s Notice with respect to such Offer) enter into a definitive agreement on the terms set forth in the Matching Proposal.


More Definitions of Matching Proposal

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 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 has the meaning specified therefor in Section 6.2(a)(i) of this Agreement.
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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 an Employer contribution made to this or any other defined contribution plan on behalf of a Participant on account of a Participant's Deferral Contribution.

  • 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 shall have the meaning set forth in Section 6.09(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 mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

  • 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 Nucor Corporation Senior Officers Annual Incentive Plan and 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 any Employee who:

  • Matching Contributions means local cash and/or in-kind contributions made by the Subrecipient, subcontractor, or other local resources that qualify as match for the Contract funding.

  • 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.

  • Retirement Savings Plan means the Air Products and Chemicals, Inc. Retirement Savings Plan, as amended from time to time, together with any similar, succeeding or substitute plan.

  • 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.

  • Nonelective Contribution means an amount contributed by a participating