Parent Competing Transaction means a transaction involving the acquisition of the businesses or all or substantially all of the assets of Parent, or the merger, share exchange or business combination, or similar acquisition transaction of or involving Parent in which (A) persons who immediately prior to the consummation of such transaction were serving as directors of Parent do not comprise a majority of the directors of the acquiring or surviving entity immediately following the consummation of such transaction and (B) the stockholders of Parent as of the date hereof do not hold collectively a majority of the shares or equity interests of the acquiring or surviving entity immediately following the consummation of such transaction.
Parent Competing Transaction means any merger, consolidation, business combination or other similar transaction involving Parent in which the other party to such competing transaction required, as a condition to such transaction being effected, that Parent not consummate the transactions contemplated by this Agreement.
Parent Competing Transaction means any recapitalization, merger, consolidation or other business combination involving Parent, or acquisition of any material portion of the capital stock or assets (except for (A) acquisitions of assets in the ordinary course of business, (B) acquisitions by Parent that do not and could not reasonably be expected to impede the consummation of the Merger and do not violate any other covenant in this Agreement, (C) transactions disclosed in the Parent Disclosure Letter and (D) the Transactions) of Parent, or any combination of the foregoing. Parent will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to a Parent Competing Transaction. From and after the execution of this Agreement, Parent shall immediately advise the Company in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to a Parent Competing Transaction (including the specific terms thereof), and promptly furnish to the Company a copy of any such proposal or inquiry in addition to any information provided to or by any third party relating thereto and if such proposal or inquiry is not in writing, the identity of the person making such proposal or inquiry. Notwithstanding the foregoing, prior to receipt of the Parent Shareholder Approval, Parent may, but only to the extent that the Board of Directors of Parent shall conclude in good faith, based upon the advice of its outside counsel, that failure to take such action could reasonably be expected to constitute a breach of the fiduciary obligations of such Board of Directors under Applicable Law, in response to a proposal for a Parent Competing Transaction that constitutes a Qualifying Parent Proposal (as defined in Section 5.03(d)) that did not result from the breach or a deemed breach of this Section 5.03, and subject to compliance with the notification provisions of this Section 5.03, (A) furnish non-public information with respect to Parent to the person proposing such Parent Competing Transaction and its Representatives pursuant to a confidentiality agreement with terms no less restrictive of such person than those set forth in the Confidentiality Agreement (as defined in Section 6.02) and (B) participate in discussions or negotiations with such person and its Representatives regardi...
Examples of Parent Competing Transaction in a sentence
Parent immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Parent Competing Transaction.
Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to the first two sentences of this Section 6.01(e) shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Parent Competing Transaction.
Parent will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to a Parent Competing Transaction.
In the event that this Agreement is terminated pursuant to Section 8.01(f) and any person or "group" shall have made an offer for a Parent Competing Transaction (as defined below), Parent shall pay the Company a fee of $4,500,000.00 plus Expenses within five (5) business days of the consummation of a Parent Competing Transaction that occurs within six (6) months of such termination.
In addition, Parent and Merger Sub will (and will cause their Affiliates and Representatives to) promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Parent Competing Transaction.
More Definitions of Parent Competing Transaction
Parent Competing Transaction means any such transaction or series of related transactions involving, or constituting any purchase of, more than 50% of the assets, voting power or then outstanding Common Stock of the Company or Parent, as the case may be.
Parent Competing Transaction has the meaning given to such term in Section 6.11(b).
Parent Competing Transaction means: (i) any merger, consolidation, liquidation, share exchange, business combination, recapitalization or other similar transaction involving Parent; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of fifteen percent (15%) or more of the assets of Parent and its subsidiaries, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for fifteen (15%) or more of the outstanding capital stock of Parent (other than by Parent or any affiliate thereof) or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any person having acquired beneficial ownership or the right to acquire beneficial ownership of, or any "group" having been formed which beneficially owns or has the right to acquire beneficial ownership of, fifteen (15%) or more of any class of capital stock of the Company. In the event that the Company terminates this Agreement pursuant to Section 8.01(f) as a result of Parent's failure to obtain the funds to consummate the Merger (except for any such failure arising as a result of (a) any change in the market price or trading volume of Parent's stock after the date hereof; (b) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to the announcement or pendency of the Merger (including any cancellation of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (c) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the industries as a whole in which Parent participates, the U.S. economy as a whole or the foreign economies as a whole in any locations where the Parent or any of its subsidiaries has material operations or sales; or (d) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; or (e) any suit, claim, action or other proceeding brought by any shareholder, Governmental Authority or third-party competitor of the Company or Parent after the date hereof that (x) is brought or threatened against Parent or the Company or any of their subsidiaries or any member of their Board of Directors in respect of this Agreement or the transactions contemplated hereby or (y) in the case of a thi...
Parent Competing Transaction means any written Contract, arrangement or understanding which was mutually negotiated by Parent and a third party and which is executed and delivered by Parent (but excluding any non-disclosure or confidentiality agreement), in each case relating to a transaction involving, directly or indirectly, any merger or consolidation with or acquisition of, purchase of all or substantially all of the assets or equity of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving Parent (or the Parent Stockholders) and a third party, other than a Group Company.
Parent Competing Transaction means any of the following (other than the Merger): (a) any merger, consolidation, share exchange, business combination or other similar transaction involving Parent or any Parent Subsidiary after which the stockholders of Parent will control less than fifty-five percent of the voting power of the surviving entity; (b) any sale, lease, exchange, license, transfer or other disposition of forty-five percent or more of the assets (other than sales of inventory and non-exclusive licenses to customers in the ordinary course of business consistent with past practices) of Parent or any Parent Subsidiary, in a single transaction or a series of transactions; (c) any tender offer or exchange offer for forty-five percent or more of the outstanding voting securities of Parent or any Parent Subsidiary or the filing of a registration statement under the Securities Act in connection therewith; (d) any Person having acquired beneficial ownership or the right to acquire beneficial ownership of, or any "group" (as such term is defined under Section 13(d) of the Exchange Act) having been formed which beneficially owns or has the right to acquire beneficial ownership of, forty-five percent or more of the outstanding voting securities of Parent or any Parent Subsidiary; (e) any solicitation in opposition to the adoption of this Agreement by the stockholders of Parent; or (f) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.
Parent Competing Transaction has the meaning set forth in Section 5.13(a).
Parent Competing Transaction means any of the following: