Parent Proposal definition

Parent Proposal shall have the meaning ascribed thereto in Section 5.3(a).

Parent Proposal has the meaning given such term in Section 4.24 of this Agreement.

Parent Proposal means the proposal to approve the issuance of Parent Common Stock in the Merger, which proposal is to be presented to the stockholders of Parent in the Proxy Statement/Prospectus.

Examples of Parent Proposal in a sentence

• Notwithstanding anything to the contrary contained in this Agreement, such failure to solicit proxies in favor of the approval of the Parent Proposal shall not relieve Parent in any way whatsoever of its obligations under Section 6.01 of this Agreement or its other obligations under this Section 6.02.

• The affirmative vote of a majority of the shares of Parent Common Stock at the Parent Stockholders' Meeting (as defined below) is required to approve the Parent Proposal.

• Parent, acting through the Parent Board, shall (i) recommend approval of the Parent Proposal and include in the Proxy Statement such recommendation and (ii) use its reasonable best efforts to solicit and obtain such approval.

• Prior to the termination of this Agreement by its terms, neither Parent nor the Company shall submit to the vote of its stockholders any Acquisition Proposal (other than, in the case of Parent, the Parent Proposal and, in the case of the Company, the Company Proposal), or propose to do so.

• Notwithstanding the foregoing, the Board of Directors of each of Parent and the Company may withhold, withdraw, amend or modify its recommendation in favor of, in the case of Parent, the Parent Proposal, and in the case of the Company, the Company Proposal, to the extent it is expressly permitted by Section 5.3(d).

More Definitions of Parent Proposal

Parent Proposal means any proposal made by a third party to consummate any of the following transactions or series of related transactions (other than the Merger): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent pursuant to which the stockholders of Parent immediately preceding such transaction or series of related transactions hold less than 60% of the equity interests in the surviving or resulting entity of such transaction or transactions (without respect to any overlap in the companies' stockholder bases); (ii) a sale or other disposition by Parent of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 40% of the fair market value of Parent's business immediately prior to such sale; or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of 40% or more of the then outstanding shares of capital stock of Parent.

Parent Proposal has the meaning given such term on page 46 of this Agreement.

Parent Proposal means each of the following proposals: (a) a possible reverse stock split to the extent that the Parent Board desires to consider effecting a reverse stock split, including any amendment to the Parent’s Certificate of Incorporation to affect such split; (b) an increase in the authorized number of shares of Parent Common Stock, including any amendment to the Parent’s Certificate of Incorporation to affect such increase; and (c) a change of Parent’s name following the Merger pursuant to Section 5.17 of the Agreement, including any change to the Parent’s Certificate of Incorporation to affect such change.

Parent Proposal has the meaning set forth in Section 6.2(f). “Parent Termination Fee” has the meaning set forth in Section 9.3(b). “Paying Agent” has the meaning set forth in Section 3.2(a).

Parent Proposal means the proposal submitted to the shareholders of the Parent relating to this Agreement and the transactions contemplated herein and included in the Shareholder Circular.

Parent Proposal means each of the following proposals: (a) a possible reverse stock split to the extent that the Parent Board desires to consider effecting a reverse stock split, including any amendment to Parent’s Certificate of Incorporation to effect such split; and (b) an increase in the authorized number of shares of Parent Common Stock, including any amendment to Parent’s Certificate of Incorporation to effect such increase.

Parent Proposal means any Acquisition Proposal relating to the acquisition of, or a business combination transaction with, Parent, any of its Subsidiaries or some or all of their respective assets, securities or other ownership interests.