Non-Coercive Offer definition

Non-Coercive Offer means an offer to acquire, made in compliance with applicable securities laws and not subject to any financing condition, all of the issued and outstanding Equity Securities, for cash, shares of capital stock of an entity that is publicly traded on the NYSE or the NASDAQ Stock Market with a public float (excluding all shares held by Investor Parties or any 13D Group to which any of the Investor Parties then belongs) equal to or greater than the aggregate public float (excluding all shares held by Investor Parties or any 13D Group to which any of the Investor Parties then belongs) of Common Stock, or a combination thereof, in any case, made available to all of the Company’s holders of Equity Securities, which offer for Common Stock shall have a premium of at least 15% to the 10-Day VWAP immediately prior to the opening of the third trading day prior to the earliest of (x) the public announcement of such offer, (y) the public announcement of an intention to commence such offer and (z) the communication of such offer to the Board by the Investor, which offer shall remain in effect for a period of not fewer than 45 days and shall include a minimum tender condition of at least 50% of the outstanding Common Stock not owned by any of the Investor Parties or any 13D Group to which any of the Investor Parties belong.
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Examples of Non-Coercive Offer in a sentence

  • Following the Standstill Expiration Date, until the Investor Percentage Interest ceases to be at least 10%, neither the Company, the Board nor any committee there of shall, without the Investor’s prior written consent, extend, declare or enter into any Plan that would restrict the Investor Parties from consummating, or that would otherwise be triggered by, a Non-Coercive Offer by any of the Investor Parties.

Related to Non-Coercive Offer

  • Responsive Offer or means an offer which conforms in all material respects to the requirements set forth in the request for proposals. Material respects of a request for proposals include, but are not limited to price, quality, quantity or delivery requirements.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • 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.

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Offer means “proposals” in negotiation.

  • State contract solicitation means a request by a state agency or quasi-public agency, in whatever form issued, including, but not limited to, an invitation to bid, request for proposals, request for information or request for quotes, inviting bids, quotes or other types of submittals, through a competitive procurement process or another process authorized by law waiving competitive procurement.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).

  • Public purchase means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • Extension Offer has the meaning specified in Section 2.15(a).

  • Firm Offer means an offer which, when made, was capable of becoming legally binding upon acceptance.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Consent Solicitation has the meaning set forth in Section 6.15(b).

  • Offer Period has the meaning given such term in Section 4.1.