Parent Offer definition

Parent Offer has the meaning set forth in Section 5.2(e)(i).
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Parent Offer means the offer by Parent to the holders of Parent Class A Common Stock to redeem such shares for the consideration, and on the terms and subject to the conditions and limitations, set forth in the Organizational Documents of Parent in connection with obtaining the Parent Stockholder Approval.
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Parent Offer has the meaning set forth in Section 10.2.
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Examples of Parent Offer in a sentence

  • Parent shall not terminate or withdraw the Parent Offer, other than in connection with the valid termination of this Agreement or with the prior written consent of Contributor.

  • In the event of a Canadian Parent Offer, the Company will use its commercially reasonable efforts, expeditiously and in good faith, to put in place procedures to ensure that, if holders of any Class C Units are required to redeem such Class C Units to participate in the Canadian Parent Offer, any such redemption shall be conditional upon and shall only be effective if the Canadian Parent Common Shares tendered or deposited under such Canadian Parent Offer are taken up.

  • Notice of Parent's election to accept, in whole or in part, a Parent Offer shall be made by a writing signed by an officer of Parent specifying the portion of the Offered Securities that Parent elects to purchase, delivered to the Selling Stockholder prior to the expiration of the Parent Offer Period (the "Parent Acceptance Notice").

  • Notwithstanding the foregoing, in the case of any Parent Offer sent by email, such Parent Offer shall be deemed given and effective in accordance with this Section 8.2 so long as the email transmitting such Parent Offer by or on behalf of Parent is sent at or before 11:59 p.m., local time of the recipient, on the final day of the applicable five (5) or three (3) Business Day period referred to in Section 5.2(e).

  • Notwithstanding the foregoing, in the case of any Parent Offer sent by email or facsimile, such Parent Offer shall be deemed given and effective in accordance with this Section 8.2 so long as the email or facsimile transmitting such Parent Offer by or on behalf of Parent is sent at or before 11:59 p.m., local time of the recipient, on the final day of the applicable three (3) or two (2) Business Day period referred to in Section 5.2(e).

  • A Parent Offer Notice shall be deemed an offer by Parent to Company, which may be accepted within five (5) business days of the receipt of such Parent Offer Notice, on the same terms and 7 8 conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee.

  • The determination of whether the terms and conditions of a Parent Offer are in all material respects not less favorable from a financial point of view to the stockholders of the Company than those proposed by the Third Party Offer shall be made in good faith by the Company Board.

  • A Parent Offer Notice shall be deemed an offer by Parent to the Company, which may be accepted within five (5) business days of the receipt of such Parent Offer Notice, on the same terms and conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee.

  • In the event that Parent exercises its Right of First Refusal in accordance with this Article II, the Company shall use its commercially reasonable efforts in good faith to negotiate and execute a Definitive Agreement that reflects the Parent Offer, and the Company and its Representatives shall, consistent with the fiduciary duties of the Company Board, immediately terminate all current discussions with the third party regarding the Third Party Offer.

  • Upon delivery of a Third Party Sale Notice and within ten (10) business days of delivery thereof, Parent may elect to exercise its Right of First Refusal by providing the Company with an offer on terms and conditions which are in all material respects not less favorable from a financial point of view to the stockholders of the Company than those proposed by the Third Party Offer (the "Parent Offer").


More Definitions of Parent Offer

Parent Offer means any tender offer (including any exchange offer) as amended from time to time made by the Parent or any of its Subsidiaries for the purchase (including the acquisition pursuant to an exchange offer) of all or any portion of the outstanding shares of Common Stock.
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Related to Parent Offer

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Increment Offer means a type of Virtual Transaction that is an offer to sell energy at a specified location in the Day-ahead Energy Market. A cleared Increment Offer results in scheduled generation at the specified location in the Day-ahead Energy Market.

  • Permitted Offer means a tender offer or an exchange offer for all outstanding Common Shares of the Company determined by the Board of Directors of the Company, after receiving such advice as it deems necessary and giving due consideration to all relevant factors, to be in the best interests of the Company and its stockholders.

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Grant Offer Letter means the letter the Authority issued to the Grant Recipient dated [ ], a copy of which is set out in Annex 1 Part A;

  • Offer means “proposals” in negotiation.

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Consent Solicitation has the meaning set forth in Section 6.15(b).

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Qualified Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

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

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • Third Party Offer has the meaning set forth in Section 3.2.2(a).

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Parental placement means locating or effecting the placement of a child or the placing of a child in

  • Approved Sale has the meaning set forth in 2.1(d).

  • Asset Sale Offer shall have the meaning specified in Section 4.13.

  • Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.

  • Preadoptive placement which shall mean the temporary placement of an Indian child in a foster home or institution after the termination of parental rights, but prior to or in lieu of adoptive placement; and

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Net Proceeds Offer has the meaning provided in Section 4.16.

  • Proposed Sale has the meaning set forth in Section 2.4(a).