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.

  • 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).

  • 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.


More Definitions of Permitted Tender Offer

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 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 Xxx Xxxxxx or Xxxx Xxxxxxx 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.
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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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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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Related to Permitted Tender Offer

  • 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 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.

  • Approved tenderer means the tenderer who is approved by the Employer.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, a subsequent Liquidity Provider Ratings Event, following restoration of the short-term debt ratings to the requisite level, shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the VRDP Fee Agreement by seven Business Days prior to the beginning of the month to which such payment relates if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Purchase Agreement by the fifteenth day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with this Statement; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the VRDP Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Mandatory Tender with respect to a Mandatory Tender Event, means the mandatory tender of all VRDP Shares by Holders for Remarketing, or, in the event (i) no Remarketing occurs on or before the Purchase Date or (ii) pursuant to an attempted Remarketing, VRDP Shares remain unsold and the Remarketing Agent does not purchase for its own account the unsold VRDP Shares tendered to the Tender and Paying Agent for Remarketing (provided, that the Remarketing Agent may seek to sell such VRDP Shares in a subsequent Remarketing prior to the Purchase Date), for purchase by the Liquidity Provider at the Purchase Price pursuant to Section 2 of Part II of the Articles Supplementary and the VRDP Shares Purchase Agreement.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Mandatory Tender Date means any date on which a Multi-Modal Bond is subject to mandatory tender in accordance with the Certificate.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Permitted Affiliate Transactions means the following:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Permitted Additional Debt means unsecured Indebtedness, issued by the Borrower or a Guarantor, (a) the terms of which (i) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the Final Maturity Date (or to the extent such Permitted Additional Debt is being utilized to refinance Indebtedness, the latest maturity date of the Indebtedness being so refinanced) (other than customary offers to purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) to the extent the same are subordinated, provide for customary subordination to the Obligations under the Credit Documents, (b) the covenants, events of default, guarantees and other terms of which (other than fees, pricing and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those herein (or to the extent such Permitted Additional Debt is being utilized to refinance Indebtedness, those applicable to the Indebtedness being so refinanced); provided that a certificate of an Authorized Officer of the Borrower is delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (c) of which no Subsidiary of the Borrower (other than a Guarantor or any guarantor of the Indebtedness being refinanced by such Permitted Additional Debt, if applicable) is an obligor.

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).