MATERIAL TRANSACTION PROPOSAL definition

MATERIAL TRANSACTION PROPOSAL means any inquiry, proposal or offer from any Person relating to (i) the direct or indirect acquisition or purchase of 5% or more of the assets (based on the fair market value thereof) of Xenon 2 and its Subsidiaries, taken as a whole, or of 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries or any tender offer or exchange offer (including by Xenon 2 or its Subsidiaries) that if consummated would result in any person beneficially owning 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries, or (ii) any merger, consolidation, business combination, sale of all or substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Xenon 2 or any of its Subsidiaries. As used herein, "TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any Person relating to (A) any of the matters set forth in clause (i) of the definition of Material Transaction Proposal but replacing "5%" with "50%" each place "5%" is used in such definition, (B) a sale of all or substantially all of the assets of Xenon 2 and its Subsidiaries or (C) a merger or consolidation of Xenon 2 as a result of which the stockholders of Xenon 2 immediately prior to such transaction would not beneficially own immediately after such transaction 50% or more of the resulting or surviving entity (or the parent thereof)
Sample 1Sample 2Sample 3
MATERIAL TRANSACTION PROPOSAL means any inquiry, proposal or offer from any Person relating to (i) the direct or indirect acquisition or purchase of 20% or more of the assets (based on the fair market value thereof) of Xoom and its Subsidiaries, taken as a whole, or of 20% or more of any class of equity securities of Xoom or any of its Subsidiaries or any tender offer or exchange offer (including by Xoom or its Subsidiaries) that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of Xoom or any of its Subsidiaries, or (ii) any merger, consolidation, business combination, sale of all or substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Xoom or any of its Subsidiaries other than the Transactions contemplated by this Agreement; PROVIDED, HOWEVER, that in no event shall any merger, consolidation, sale or similar transaction involving only Xoom and one or more of its wholly-owned subsidiaries or involving only any two or more of such wholly-owned subsidiaries be deemed to be a Material Transaction Proposal if such transaction is not entered into in violation of the terms of this Agreement.. As used herein, "TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any Person relating to (A) any of the matters set forth in clause (i) of the definition of Material Transaction Proposal but replacing "20%" with "50%" each place "20%" is used in such definition, (B) a sale of all or substantially all of the assets of Xoom and its Subsidiaries or (C) a merger or consolidation of Xoom as a result of which the stockholders of Xoom immediately prior to such transaction would not beneficially own immediately after such transaction 50% or more of the resulting or surviving entity (or the parent thereof).
Sample 1Sample 2
MATERIAL TRANSACTION PROPOSAL means any inquiry, proposal or offer from any Person relating to (i) the direct or indirect acquisition or purchase of 5% or more of the assets (based on the fair market value thereof) of Xenon 2 and its Subsidiaries, taken as a whole, or of 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries or any tender offer or exchange offer (including by Xenon 2 or its Subsidiaries) that if consummated would result in any person beneficially owning 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries, or (ii) any merger, consolidation, business combination, sale of all or substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Xenon 2 or any of its Subsidiaries. As used herein, "Takeover Proposal" means any inquiry, proposal or offer from any Person relating to (A) any of the matters set forth in clause (i) of the definition of Material Transaction Proposal but replacing "5%" with "50%" each place "5%" is used in such definition, (B) a sale of all or substantially all of the assets of Xenon 2 and its Subsidiaries or (C) a merger or consolidation of
Sample 1

More Definitions of MATERIAL TRANSACTION PROPOSAL

MATERIAL TRANSACTION PROPOSAL means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving CheckFree, or any proposal or offer to acquire in any manner, directly or indirectly, at least 50% of the equity interests in or at least 50% of the consolidated assets of CheckFree other than pursuant to the transactions contemplated by this Agreement.
Sample 1
MATERIAL TRANSACTION PROPOSAL means any inquiry, proposal or offer from any Person relating to (i) the direct or indirect acquisition or purchase of 5% or more of the assets (based on the fair market value thereof) of the Company or Loop or of 5% or more of any class of equity securities of the Company or Loop or any tender offer or exchange offer (including by the Company or Loop) that if consummated would result in any Person beneficially owning 5% or more of any class of equity securities of the Company or Loop, or (ii) any merger, consolidation, business combination, sale of all or substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or Loop other than the transactions contemplated by this Agreement.
Sample 1

Related to MATERIAL TRANSACTION PROPOSAL

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • 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.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

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

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • 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.

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.