Permitted Tender Offer definition

Permitted Tender Offer means an all cash tender offer for all outstanding shares of Subject Stock of the Company on the same terms (i) which is made pursuant to schedule 14D-1 filed with the Securities and Exchange Commission, (ii) pursuant to which no purchases of Subject Stock are made for at least 60 days from the date the offer is first published, sent or given within the meaning of Rule 14d-2(a) under the Exchange Act and (iii) which is accepted by the holders of not less than the number of shares of Subject Stock that, when aggregated with the number of shares of Subject Stock owned by the Person making the offer (and its Affiliates or Associates) equals or exceeds 75% of the then outstanding shares of Subject Stock.
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Permitted Tender Offer means a fully-financed all cash tender offer for all outstanding shares of both Class A Common Stock and Class B Common Stock at the same price per share for each class of Common Stock and otherwise on the same terms and conditions, which (i) is made pursuant to a Schedule 14D-1 filed with the Securities and Exchange Commission, (ii) by its terms stays open for a minimum of 60 Business Days and (iii) (A) is accepted (in the case of clause (iv) of the definition of "Acquiring Person" and clauses (iii)(y) and (iv)(y) of the definition of "Exempt Person") or (B) requires as a non-waivable condition that such offer be accepted (for purposes of Section 3(a)) by the holders of at least two-thirds of the then outstanding Common Stock of each class owned by Persons other than the Person making the tender offer (or its Affiliates or Associates). A Permitted Tender Offer shall be deemed to be "fully-financed" if, on or prior to the date such offer is commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, such Person has, and has provided the Company, firm written commitments from responsible financial institutions, which have been accepted by such Person (or one of its Affiliates), to provide, subject only to customary terms and conditions, funds for such offer which, when added to the amount of cash and cash equivalents which such Person then has available and has irrevocable committed in writing to the Company to utilize for purposes of such offer, will be sufficient to pay for all the then outstanding Common Stock pursuant to the offer and all related expenses, together with copies of all written materials prepared by such Person for such financial institutions in connection with obtaining such financing commitments.
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Permitted Tender Offer means an all cash tender offer for all outstanding shares of Common Stock of the Company on the same terms (i) which is made pursuant to schedule 14D-1 filed with the Securities and Exchange Commission, (ii) pursuant to which no purchases of Common Stock are made for at least 60 days from the date the offer is first published, sent or given within the meaning of Rule 14d-2(a) under the Exchange Act and (iii) which is accepted by the holders of not less than the number of shares of Common Stock that, when aggregated with the number of shares of Common Stock owned by the person making the offer (and its Affiliates or Associates) equals or exceeds 80% of the then outstanding shares of Common Stock.
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Examples of Permitted Tender Offer in a sentence

  • The Offer Notice shall constitute an irrevocable offer to the Company or its designee, for the period of time described below, to purchase all (but not less than all) of such Voting Shares at (i) the Offer Price (as defined in Section 3.02(c) below), in the case of a Permitted Tender Offer, (ii) the price set by the Transferring Party in the Offer Notice (the "Specified Price"), in the case of a Private Placement, or (iii) the Current Market Value as of the date of the Offer Notice, in all other cases.

  • For purposes of this Escrow Agreement, a "Permitted Tender Offer" shall be deemed to have been made in circumstances where one or more persons or companies (the "Offeror"), each being at arms's length to Manugistics Group, Inc.

  • Without the consent of the Company, following the second anniversary of the Closing, Stockholder agrees not to, and to cause its Affiliates not to, Transfer any Voting Shares except (a) to any Permitted Transferee, (b) pursuant to a Permitted Tender Offer, (c) pursuant to an Underwritten Offering, (d) pursuant to a Private Placement or (e) pursuant to a Market Sale.

  • Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to declare or make, directly or indirectly, any Restricted Payment, in each case (a) which would be outside of the ordinary course of business and which would not be consistent with past practices, or (b) which is a Tender Offer other than a Permitted Tender Offer (with the parties agreeing that any Tender Offer would not be permitted pursuant to clause (a) hereof).


More Definitions of Permitted Tender Offer

Permitted Tender Offer shall have the meaning given to such term in the Standstill Agreement.
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Permitted Tender Offer means any tender offer or exchange offer for all outstanding shares of Common Stock of the Company that the Board, in its sole discretion and subject to any conditions the Board deems proper, determines to be a Permitted Tender Offer.
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Permitted Tender Offer means any Tender Offer so long as, with respect to any such Tender Offer, (a) no Default or Event of Default has occurred and is continuing, would exist as a result thereof, or could reasonably be expected to occur, in each case at the time of, or immediately after giving effect to, any of the (i) Tender Offer Commencement relating thereto; (ii) Tender Offer Launch relating thereto or (iii) Tender Offer Closing relating thereto; (b) there have not been more than two (2) Tender Offer Closings in the period from the Eighth Amendment Effective Date to the Maturity Date and, with respect to any Tender Offer, the Borrower shall be required by the terms thereof, to purchase all Equity Interests tendered in connection therewith on the same day (and as such there shall not be more than one (1) Tender Offer Closing for each Tender Offer); (c) the amount of the Borrower’s Equity Interests to be purchased in connection with any single Tender Offer shall not exceed twenty (20%) of the outstanding Equity Interests of the Borrower as of the Tender Offer Closing with respect to such Tender Offer; (d) at the time of any Tender Offer Commencement and Tender Offer Launch and through the applicable Tender Offer Closing, either ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ shall continue to be a portfolio manager of the Borrower with substantially the same duties and responsibilities as such Person had on the Eighth Amendment Effective Date; (e) the quality of the Borrower’s assets shall not have materially diminished in value during the period from the Tender Offer Launch and the Tender Offer Closing with respect thereto; and (f) the Borrower has complied with all of the repayment provisions contained in Section 2.06(c) hereof.
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Permitted Tender Offer shall have the meaning given to such term in the Standstill Agreement. 2 (i)“Proposed Transaction” means a transaction in connection with (A) Negotiated Transaction Discussions (as defined in the Standstill Agreement), or (B) a potential Sale or Acquisition (as defined in the Standstill Agreement) of Cloudera or its assets by or to Intel (or its affiliates) following a Competing Transaction (as defined in the Standstill Agreement). (j)“Representatives” of a person shall include such person’s directors, officers, employees, legal counsel, accountants, and financial and other advisors, provided that such Representatives who are not employed by the receiving party owe a duty of confidentiality to the receiving party. (k)“Right of First Refusal and Co‑Sale Agreement” means the amended and restated agreement among the Company, the Purchasers, and certain other stockholders of the Company, to be dated as of or on or about the date hereof (l)“Sensitive Confidential Information” means any of the following subcategories of Confidential Information that is furnished by Cloudera or its Representatives and received by the Intel Designee in connection with his or her capacity as a member of the Board:
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Permitted Tender Offer is a cash tender offer for all of the outstanding shares of Common Stock that are not Beneficially Owned by Purchaser or its Affiliates at a price per share greater than the Closing Price of the Common Stock on the trading day immediately prior to the earlier of the public announcement or commencement of such tender offer.
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Related to Permitted Tender Offer

  • Bid /Tender/Offer means the proposal along with required supporting documents submitted by the Bidder/Service Provider for consideration by the Employer.

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.

  • Permitted Offer means a tender offer pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Loan) in exchange for consideration consisting of (x) Cash in an amount equal to or greater than the full face amount of the debt obligation being exchanged plus any accrued and unpaid interest or (y) other debt obligations that rank pari passu or senior to the debt obligation being exchanged which have a face amount equal to or greater than the full face amount of the debt obligation being exchanged and are eligible to be Collateral Loans plus any accrued and unpaid interest in Cash.