Other Offer definition

Other Offer means any inquiry, proposal or offer relating in any manner to an Other Transaction.
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Other Offer means another tender or exchange offer to purchase all of the shares of Common Stock held by Persons other than such Offeror and its Affiliates at a price per share in cash and/or at an exchange ratio which is equal to or financially superior to the cash price and/or the exchange ratio contained in the Resolution approved at the Special Meeting; provided, however, that the rights under the Rights Plan shall not be redeemed at any time from and after such time as any Person becomes an Acquiring Person.
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Other Offer as defined in Section 9.4(d).
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Examples of Other Offer in a sentence

  • The Asset Sale Offer or Sale of Collateral Offer shall be made to all Holders of Notes and, in the case of an Asset Sale Offer, all holders of Other Offer Notes; provided that, in the case of an Asset Sale Offer, the percentage of such Excess Proceeds allocated and offered to the Notes in such Asset Sale Offer is at least equal to the percentage of the aggregate principal amount of all Priority Lien Debt represented at such time by the Notes.

  • ESELCO shall give Wisconsin Energy five (5) calendar days prior notice and an opportunity to negotiate with ESELCO before entering into, executing or agreeing to any Other Offer or Other Transaction.

  • Should another interested party come forward with an offer to lease the Other Premises (“Other Offer”), the Landlord will be within its rights to enter into negotiations with such party and should such Other Offer be successfully negotiated with another party, the Landlord will have no further obligations to the Tenant.

  • The Collateral Disposition Offer shall be made to all Holders of Notes and all holders of Other Offer Notes; provided that the percentage of such Excess Proceeds allocated and offered to the Notes in such Collateral Disposition Offer is at least equal to the percentage of the aggregate principal amount of all Priority Lien Debt represented at such time by the Notes.

  • ESELCO shall notify Wisconsin Energy orally and in writing within twenty-four (24) hours following receipt by the Chairman of the Board or President of ESELCO of any Other Offer, including the terms and conditions of any such Other Offer and the Person making such Other Offer, except to the extent that ESELCO may be prohibited from so doing by a Contract entered into prior to March 24, 1997.

  • No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and Other Offer Notes (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Collateral Disposition Offer.

  • No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Chilean Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and Other Offer Notes (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Disposition Offer.

  • The Asset Disposition Offer shall be made to all Holders of Notes and all holders of Other Offer Notes; provided that the percentage of such Excess Proceeds allocated and offered to the Notes in such Asset Disposition Offer is at least equal to the percentage of the aggregate principal amount of all Priority Lien Debt represented at such time by the Notes.

  • ESELCO may, by notice to Wisconsin Energy at any time prior to the Effective Time of Merger, terminate this Agreement if ESELCO enters into, executes or agrees to an Other Offer or Other Transaction following a determination by the Board of Directors of ESELCO on the written advice of counsel that such action is required by its fiduciary duties under applicable Law and compliance by ESELCO with the provisions of Section 3.8(c) of this Agreement.

  • For the avoidance of doubt, each Asset Sale Offer shall be made to the Holders and to any applicable Other Offer Parties pursuant to Section 4.11 and the aggregate amount of the Notes subject to any Asset Sale Offer that is also made to Other Offer Parties shall be an amount of Excess Proceeds that is proportionate to the then aggregate outstanding principal amount of the Notes relative to the then outstanding principal amount of relevant Indebtedness of the Other Offer Parties.


More Definitions of Other Offer

Other Offer shall have the meaning set forth in Section 24(b).
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Related to Other Offer

  • Takeover Offer means an offer in accordance with clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of INM (other than any INM Shares beneficially owned by any member of the Mediahuis Group (if any) or by any person Acting in Concert with Mediahuis (if any)), including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Documents or (as the case may be) any revised offer document(s);

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Takeover Offer Document means, if following the date of this Agreement, Verizon elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Fleetmatics Shareholders and others by Verizon containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer) and certain information about Verizon and Fleetmatics and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Offer means “proposals” in negotiation.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Third Party Offer shall have the meaning set forth in Section 4(a) hereof.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

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

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

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

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Proposed Transaction is defined in Section 6.2(a).

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • RFR when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to Daily Simple RFR.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).