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

• Comments Generally Opposing Proposal Comment: The UT Environmental Clinic commented that the Qualified Facilities Rules allow industrial plants to make changes that can affect neighboring residents with absolutely no notice or opportunity for participation.

• Comments Generally Opposing Proposal Comment: ERCC commented that the Qualified Facilities Program is enforceable for several reasons.

• 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.

• Table 1: Summary of Comments Generally Supporting or Opposing Proposal by Date Percent of CommentsBefore April 29(520)After April 29(205)All Comments (725) Within the 6 percent of comments that expressed support, only 12 comments explicitly supported the proposed rule with no changes; 10 of these comments were based on a form letter described below.

• Very respectfully, Sarah Thompson Bulloch County Citizen xxx-xxx-xxxx Email Subject: Opposing Proposal to End No-Excuse Absentee Voting Email Sender: Ken Stevenson Email Sent: 2024-02-13 Email Body: Dear Georgia Board of Elections, I am writing to express my strong opposition to the proposal to end no-excuse absentee voting in Georgia.

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 the Company.

Opposing Proposal means any of the actions or proposals described in clauses (b) through (g) of Section 2.1. 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 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).

Opposing Proposal means any of the actions or proposals described in clauses (d) through (g) of Section 2.1.

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

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.