Opposing Proposal definition

Opposing Proposal means any of the actions or proposals described in clauses (b) through (f) of Section 2.1 hereof, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement.

Opposing Proposal means any action or proposal described in clause (ii) of Section 3(a) above.

Opposing Proposal means any of the actions or proposals described in clauses (b) through (e) of Section 2.1, along with any proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage any of the transactions contemplated by the Merger Agreement; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and its Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder’s participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement.

Examples of Opposing Proposal in a sentence

• The Stockholder shall promptly advise ServiceMaster of each contact the Stockholder or any of the Stockholder's representatives may receive from any person relating to any Opposing Proposal or otherwise indicating that any person may wish to precipitate or engage in any transaction arising out of any Opposing Proposal and will provide ServiceMaster with all information ServiceMaster requests available to the Stockholder regarding any Opposing Proposal or possible Opposing Proposal.

• Each Stockholder further covenants and agrees that it shall not solicit proxies or participate in a solicitation with respect to an Opposing Proposal.

• The Stockholder, as the holder of voting stock of Optium agrees to be present, in person or by proxy, at all meetings of stockholders of Optium which relate to the Merger or an Opposing Proposal so that all Shares are counted for the purposes of determining the presence of a quorum at such meetings.

• The Stockholders shall promptly advise ServiceMaster of each contact the Stockholders or any of the Stockholders' representatives may receive from any person relating to any Opposing Proposal or otherwise indicating that any person may wish to precipitate or engage in any transaction arising out of any Opposing Proposal and will provide ServiceMaster with all information ServiceMaster requests available to the Stockholders regarding any Opposing Proposal or possible Opposing Proposal.

• The Stockholder will not (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended) with respect to an Opposing Proposal, or (ii) initiate a stockholders’ vote or action by consent of stockholders of the Company with respect to an Opposing Proposal.

More Definitions of Opposing Proposal

Opposing Proposal means any of the actions or proposals described in clauses (b) through (g) of Section 2.1; provided, however, that notwithstanding anything to the contrary contained herein, at any time prior to the Expiration Date, each Stockholder and his/her Representatives shall be permitted to participate in any discussions or negotiations with any Person regarding an Opposing Proposal to the extent that (x) such Stockholder's participation is requested by the Company, and (y) such discussions or negotiations, if conducted by the Company, would then be permitted under the terms of the Merger Agreement. For purposes of this Agreement, the term "Representative" means each agent and representative (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by or acting on behalf of any Stockholder).

Opposing Proposal means (i) any proposal made in opposition to or in competition with consummation of the Merger; (ii) any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with Acquiror and its affiliates; or (iii) any liquidation or winding up of Target.

Opposing Proposal means any of the actions or proposals described in clauses (b) through (g) of Section

Opposing Proposal means (i) any proposal, other than a proposal by LML or any of its subsidiaries, for an arrangement, amalgamation, merger or other business combination involving Beanstream, (ii) any proposal or offer, other than a proposal or offer by LML or any of its subsidiaries, to acquire from Beanstream in any manner, directly or indirectly, including by way of joint venture or exclusive license, an equity interest in Beanstream, any voting securities of Beanstream or a material amount of assets of Beanstream, or (iii) any proposal or offer, other than a proposal or offer by LML or any of its subsidiaries, to acquire from the shareholders of Beanstream by tender offer, takeover bid, exchange offer, purchase agreement or otherwise more than 10% of the outstanding shares of any class of the Beanstream.

Opposing Proposal means (i) any proposal, other than a proposal by Parentco or any of its subsidiaries, for an arrangement, amalgamation, merger or other business combination involving the Target or any subsidiary thereof, (ii) any proposal or offer, other than a proposal or offer by Parentco or any of its subsidiaries, to acquire from the Target or any subsidiary thereof in any manner, directly or indirectly, including by way of joint venture or exclusive license, an equity interest in the Target or any subsidiary thereof, any voting securities of the Target or any subsidiary thereof or a material amount of assets of the Target and its subsidiaries, taken as a whole, other than the issuance of shares of the Target pursuant to conversion rights or the exercise of options, each of which are outstanding on the date hereof and disclosed in the Arrangement Agreement (which shares, if and when issued to the Holder, will become Subject Securities for the purposes of this Agreement), or (iii) any proposal or offer, other than a proposal or offer by Parentco or any of its subsidiaries, to acquire from the shareholders of the Target by tender offer, takeover bid, exchange offer, purchase agreement or otherwise more than 10% of the outstanding shares of any class of the Target (other than pursuant to the Alcatel Letter Agreement or the Celtic House Letter Agreement).

Opposing Proposal. Has the meaning set forth in Section 7(a).

Opposing Proposal means any proposal that (i) is not a proposal referred to in clause (i) or clause (ii) of Section 4, (ii) is a proposal with respect to which the Special Committee issues an unfavorable recommendation to the Company Stockholders and (iii) relates to (A) the possible acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets, or (B) any other material transaction (including, without limitation, a joint venture or other similar transaction, or any liquidation or winding up of the Company).