Other Proposal definition

Other Proposal means any (a) Takeover Proposal (as defined in the Merger Agreement) or (b) other action which is intended or could reasonably be expected to materially impede, interfere with, delay or materially and adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; provided, however, that neither the Merger nor any other transaction contemplated by the Merger Agreement to be consummated by Company, Parent or Purchaser in connection with the Merger shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be violative of the provisions and agreements contained in this Section 1.1.
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Other Proposal means any request for information, expression of interest, inquiry, proposal or offer relating in any manner to an Other Transaction.
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Other Proposal means any inquiry, offer or proposal (other than an inquiry, offer or proposal by Alpha or its affiliates), oral or written, relating to any Other Transaction.
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Examples of Other Proposal in a sentence

  • During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal.

  • During the Option Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal.

  • If the Other Proposal is not consummated within ninety (90) days or such shorter period of time as set forth in the Right of First Offer Notice, or any of the material terms in the Other Proposal change following Purchaser’s waiver of its purchase rights in connection with this Section 2.08, then the sale of such Other Vertical(s) or Vistio shall be subject to the provisions of this Section 2.08(e) again.

  • For the purposes of this clause, a material variation to an Other Proposal which has previously been notified to Bidder is taken to be a new Other Proposal to which this clause applies.

  • NorthWestern shall appoint the individual and alternates who shall be entitled to use the Shared Vote with respect to any Operator Replacement Proposal or Other Proposal under this Agreement (the “NorthWestern Appointee”).


More Definitions of Other Proposal

Other Proposal means each and every Proposal other than an Operator Replacement Proposal or a Remediation Proposal.
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Other Proposal means any proposal or offer from any Person or group of Persons (other than Parent or Merger Sub) with respect to any direct or indirect acquisition, by a Person or group of Persons in a single transaction or series of related transactions for fifty percent (50%) or more of the Separated Real Estate Business or the shares or other equity securities of CPLG (or any other entity holding the Separated Real Estate Business).
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Other Proposal means any (x) proposal to acquire the stock or assets of the Company made by any person or group other than the Buyer or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to the Buyer of the Transaction or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transaction nor any other transaction contemplated by the Transaction Agreement to be consummated by the Buyer and the Company in connection therewith shall constitute an Other Proposal. The Stockholders shall not enter into any agreement or understanding with any person or entity the effect of which would be a violation of the provisions and agreements contained in this Section 1.1. For avoidance of doubt, this Agreement is not a voting trust pursuant to Delaware law.
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Other Proposal means any (a) Acquisition Proposal (as defined in the Merger Agreement) or (b) other action which is intended or could reasonably be expected to materially impede, interfere with, delay or materially and adversely affect the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; provided, however, that neither the Merger nor any other transaction contemplated by the Merger Agreement to be consummated by Company, Parent or Purchaser in connection with the Merger shall constitute an Other Proposal. Stockholder shall not enter into any
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Other Proposal shall have the meaning set forth in Section 2.08(e).
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Other Proposal has the meaning set forth in Section 7.20.
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Other Proposal has the meaning assigned thereto in Section 7.8
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