Qualified Transaction Proposal definition

Qualified Transaction Proposal means a Transaction Proposal that the Board of Directors of the Company determines in good faith, after consultation with its outside financial advisor, is reasonably capable of being consummated and is not subject to any material contingencies relating to financing.

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Qualified Transaction Proposal means a Transaction Proposal for which financing is then fully committed or which the Board of Directors of the Company determines in good faith after consultation with its outside financial advisors, is reasonably capable of being financed and is not subject to any material contingencies relating to financing. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 5.8(a) by (or at the direction of) an officer, director of or any investment banker, attorney, accountant, agent or other advisor or representative of the Company or any Company Subsidiary, whether or not such person is purporting to act on behalf of the Company, and the Company Subsidiary or otherwise, shall be deemed to be a breach of this section by the Company. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Qualified Transaction Proposal.

Qualified Transaction Proposal has the meaning set forth in Section 4.2(d).

Examples of Qualified Transaction Proposal in a sentence

The Seller shall keep the Purchaser informed promptly of material amendments or modifications to any such request or Qualified Transaction Proposal.
For purposes of this Agreement, the term "Qualified Transaction Proposal" shall mean a Transac tion Proposal that the Board of Directors of VCAM determines in good faith after consultation with its outside financial advisors, is reasonably capable of being financed and is not subject to any material contingencies relating to financing.
VCAM immediately shall cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Qualified Transaction Proposal.
GEXA immediately shall cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Qualified Transaction Proposal.
Neither the Board of Directors of VCAM nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to ADP, the Recommendation or any approval or recommendation by the Board of Directors of VCAM or any committee thereof of this Agreement or the Merger or (ii) approve or recommend, or propose to approve or recommend, any Qualified Transaction Proposal.

More Definitions of Qualified Transaction Proposal

Qualified Transaction Proposal means any Transaction Proposal (i) with respect to which any required financing is committed or, in the good faith judgment of the Board of Directors of Fairfield, after consultation with its outside financial advisors, is reasonably capable of being financed by the person making the proposal, (ii) with respect to which the Board of Directors of Fairfield shall have concluded in good faith, after consultation with its outside legal counsel and financial advisors, is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Transaction Proposal and the person making the proposal, and (iii) which would, if consummated, result in a transaction more favorable to Fairfield's stockholders from a financial point of view than the transactions contemplated by this letter of intent.

Qualified Transaction Proposal means a Transaction Proposal that the Board of Directors of VCAM determines in good faith after consultation with its outside financial advisors, is reasonably capable of being financed and is not subject to any material contingencies relating to financing. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 4.2(d) by (or at the direction of) an officer, director of or any investment banker, attorney, accountant, Agent or other advisor or representative of VCAM or any of VCAM's Subsidiaries, whether or not such person is purporting to act on behalf of VCAM, an VCAM Subsidiary or otherwise, shall be deemed to be a breach of this paragraph by VCAM. VCAM immediately shall cease and cause to be terminated all existing discussions or negotiations with any persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Qualified Transaction Proposal.

Qualified Transaction Proposal has the meaning assigned to such term in Section 7.1.

Qualified Transaction Proposal has the meaning set forth in Section 4.2(c)(i).

Qualified Transaction Proposal means a Transaction Proposal that the Board of Directors of InterDent determines in good faith after consultation with its outside financial advisors, is reasonably capable of being financed and is not subject to any material contingencies relating to financing. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in Section 5.12 by (or at the direction of) an officer, director of or any investment banker, attorney, accountant, Agent or other advisor or representative of InterDent or any of its Affiliates, whether or not such Person is purporting to act on behalf of InterDent, an Affiliate of InterDent or otherwise, shall be deemed to be a breach of this paragraph by InterDent. InterDent immediately shall cease and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Qualified Transaction Proposal.

Qualified Transaction Proposal means a Transaction Proposal that the Board of Directors of HealthCore determines in good faith, after consultation with its outside financial advisor, is reasonably capable of being consummated, is not subject to any material contingencies relating to financing and will result in a transaction materially more favorable to the shareholders of HealthCore, from a financial point of view, than the Merger.