Partial Alternative Offer definition

Partial Alternative Offer means the alternative to the Cash Consideration, being the
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Partial Alternative Offer has the meaning given to such term in the Announcement; "PwC" means PricewaterhouseCoopers LLP of 7 More Xxxxxx Xxxxxxxxx, Xxxxxx XX0 0XX; "Receiving Party" has the meaning given to such term in clause 8.1;
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Examples of Partial Alternative Offer in a sentence

  • Richard Griffiths has also elected to receive the Partial Alternative Offer in respect of 5,233,870 CareTech Shares held by him and Lombard Odier Asset Management (Europe) Limited has also elected to receive the Partial Alternative Offer in respect of not less than 2,000,000 CareTech Shares held by it (each subject to scale back as set out in paragraph 12 of this Announcement).

  • Eligible CareTech Shareholders will be able to elect for the Partial Alternative Offer in relation to all or part of their holding of CareTech Shares.

  • As a result, CareTech Shareholders who make an election under the Partial Alternative Offer will not necessarily know the exact number of Rollover Securities they will receive until the settlement of the consideration due to them under the Offer.

  • However, the total number of Rollover Securities to be delivered pursuant to the Partial Alternative Offer (see "Partial Alternative Offer Maximum" below) and the maximum aggregate amount of cash to be paid under the Offer will not be varied as a result of elections made.

  • If the Scheme becomes Effective, CareTech Shareholders who do not validly elect to receive all or part of their consideration by means of the Partial Alternative Offer will automatically receive the full amount of the Cash Consideration for their entire holding of CareTech Shares.

  • If elections are validly received from eligible CareTech Shareholders in respect of a number of CareTech Shares that would require the issue of Rollover Securities exceeding the Partial Alternative Offer Maximum, such elections will be unable to be satisfied in full.

  • In considering the terms of the Partial Alternative Offer, the CareTech Independent Directors, Panmure Gordon and Numis have considered the details of the Partial Alternative Offer and the Rollover Securities set out in paragraphs 12, 13 and 14 below.

  • The Partial Alternative Offer will be limited to a maximum of 26.4 per cent.

  • Any decision to elect for the Partial Alternative Offer should be based on independent financial, tax and legal advice and full consideration of this Announcement and the Scheme Document.

  • Panmure Gordon and Numis are unable to advise the CareTech Independent Directors as to whether or not the terms of the Partial Alternative Offer are fair and reasonable.

Related to Partial Alternative Offer

  • Base Offer Segment means a component of a Sell Offer based on an existing Generation Capacity Resource, equal to the Unforced Capacity of such resource, as determined in accordance with the PJM Manuals. If the Sell Offers of multiple Market Sellers are based on a single Existing Generation Capacity Resource, the Base Offer Segments of such Market Sellers shall be determined pro rata based on their entitlements to Unforced Capacity from such resource.

  • Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Substantial alteration means an alteration that has a major impact on the architectural features, characteristics, appearance, or integrity of a structure or lot. The term does not include routine maintenance that is reasonably necessary to maintain a dealership facility in attractive condition and does not include any changes to items protected by federal intellectual property rights.

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

  • Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E”.

  • Conditional Incremental Auction means an Incremental Auction conducted for a Delivery Year if and when necessary to secure commitments of additional capacity to address reliability criteria violations arising from the delay in a Backbone Transmission upgrade that was modeled in the Base Residual Auction for such Delivery Year.

  • 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.

  • 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.

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

  • Acceptance Condition means the acceptance condition to any Offer;

  • Major Alteration means change other than repair or replacement of building materials or equipment with materials and equipment of a similar type.

  • Acceptance Notice has the meaning set forth in Section 9.2(d)(iii).

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Responsive Offer or means an offer which conforms in all material respects to the requirements set forth in the request for proposals. Material respects of a request for proposals include, but are not limited to price, quality, quantity or delivery requirements.

  • Second Incremental Auction means an Incremental Auction conducted ten months before the Delivery Year to which it relates.

  • Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Available Space means the balance of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.

  • Minimum Acceptable Price with respect to any Put Notice Date shall mean seventy-five percent (75%) of the lowest closing bid prices for the ten (10) Trading Day period immediately preceding such Put Notice Date.

  • Improvement completion assurance means a surety bond, letter of credit,

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

  • improvement notice means the notice issued by the Authority to the Supplier pursuant to Clause 32.1.3 (Authority Remedies) which will detail how the Supplier shall improve the provision of the Goods and/or Services;

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.