Qualified Offer definition

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

Qualified Offer means a tender or exchange offer for all outstanding Common Stock at a price and on terms determined to be adequate and otherwise in the best interests of the Company and its shareholders (other than the Person or an Affiliate or Associate thereof on whose behalf the offer is made) by at least a majority of the Directors who are not representatives of or affiliated with the Person making such offer or any Affiliate or Associate of such Person.

Qualified Offer means an offer to purchase Shares from a single purchaser and which must be in writing and for cash or other immediately-available funds, be irrevocable by its terms for at least 60 days and be a bona fide offer as determined in good faith by the Board or the Compensation Committee thereof.

Examples of Qualified Offer in a sentence

• Notwithstanding anything to the contrary contained in this Agreement, if the Board of Directors determines that it is in the best interests of shareholders to seek an alternative transaction so as to obtain greater value for shareholders than that provided by any Qualified Offer, the Company shall be entitled to include information relating to such alternative transaction in the proxy soliciting material prepared by it in connection with the Special Meeting.

• For purposes of a Special Meeting Notice, the record date for determining eligible holders of record shall be the 60th Business Day following the commencement of a Qualified Offer within the meaning of Rule 14d-2(a) under the Exchange Act.

• Notwithstanding anything to the contrary contained this Agreement, if the Board of Directors determines that it is in the best interests of shareholders to seek an alternative transaction so as to obtain greater value for shareholders than that provided by any Qualified Offer, the Company shall be entitled to include information relating to such alternative transaction in the proxy soliciting material prepared by it in connection with the Special Meeting.

• The notice shall contain a true and complete copy of the Qualified Offer.

• For purposes of a Special Meeting Notice, the record date for determining eligible holders of record of the Common Stock shall be the sixtieth (60th) day following the commencement of a Qualified Offer.

More Definitions of Qualified Offer

Qualified Offer means an offer determined by a majority of the Board to have each of the following characteristics with respect to the Common Stock:

Qualified Offer means an offer that has, to the extent required for the type of offer specified, each of the following characteristics:

Qualified Offer means a tender or exchange offer for all outstanding Common Stock at a price and on terms determined to be adequate and otherwise in the best interests of the Company and its stockholders (other than the Person or an Affiliate or Associate thereof on whose behalf the offer is made) by at least a majority of the Directors who are not representatives of or affiliated with the Person making such offer or any Affiliate or Associate of such Person.

Qualified Offer has the meaning set forth in Section 6.5(b).

Qualified Offer means an offer determined by a majority of the Independent Directors to have each of the following characteristics:

Qualified Offer means a written offer by Shareholder or any Affiliate thereof to acquire all, but not less than all, of the outstanding voting securities of Dynegy for consideration consisting solely of cash or freely tradable securities listed on a national securities exchange or the NASDAQ National Market (or successors thereto), which offer is accompanied by a fairness opinion relating to such offer from an investment banking firm of national reputation.

Qualified Offer means an offer for all of the outstanding shares of the Common Stock which meets all of the following requirements: