Qualifying Acquisition Proposal definition

Qualifying Acquisition Proposal means any offer or proposal from any Person relating to any (i) direct or indirect acquisition or sale of all or substantially all of the assets of the Company or (ii) direct or indirect acquisition of a majority of the Capital Stock of the Company (whether through a share purchase, merger, consolidation, business combination, recapitalization or similar transaction involving the Company), in each case that (x) does not provide the Company or the Company Equityholders with consideration greater than the Warrant Exercise Payment and (y) that the Board of Directors of the Company, determines, in its sole discretion, constitutes an acceptable offer or proposal for the assets or Capital Stock, as applicable, and in the case of each of (i) and (ii) other than (A) the Warrant Exercise Closing and the other transactions contemplated by this Warrant or (B) [****].

Qualifying Acquisition Proposal means an Acquisition Proposal, substituting for purposes of this definition 50% for the 20% threshold set forth in the definition of Acquisition Proposal.

Qualifying Acquisition Proposal has the same meaning as “Acquisition Proposal” except that all references to 15% in the definition of “Acquisition Proposal” shall, for purposes of this definition, be deemed to be references to fifty percent (50%). 109 CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Examples of Qualifying Acquisition Proposal in a sentence

• For the avoidance of doubt, all material non-economic terms of this Warrant, including those in Articles 3, 4, 6 and 8, shall apply to any transaction between the Company and the Warrant Holder resulting from a Topping Offer relating to a Qualifying Acquisition Proposal.

• With respect to such new written notice, and, during such two business day period, Cobra will, and will cause its financial and legal advisors to, negotiate with Parent and the Parent Representatives in good faith (to the extent that Parent desires to negotiate) regarding adjustments in the terms and conditions of the Merger Agreement proposed by Parent, so that the Qualifying Acquisition Proposal would cease to constitute a Superior Proposal.

• If the Warrant Holder submits an Alternative Notice proposing Alternative Terms and the Warrant terminates as provided in Section 2.8(a), and, during the period commencing upon the date of such termination and ending days after the date of such termination, the Company receives a Qualifying Acquisition Proposal or a Qualifying Licensing [****] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.

• For purposes of this Section 5.6.1, a "Qualifying Acquisition Proposal" shall mean an offer to purchase for cash, at a price per share of at least 115% of the Merger Consideration, all outstanding capital stock of the Company from a person that has demonstrated (to the satisfaction of all Non-HET Nominated Directors and Non-HET Affiliated Directors, as such terms are defined in the Company Certificate) the financial ability to consummate such a purchase.

• A Qualifying Acquisition Proposal shall mean any Acquisition Proposal where the price per share of Common Stock to be paid is at least (i) $2.00 (through August 12, 2012); (ii) $2.90 (from August 13, 2012 through February 12, 2013); (iii) $3.60 (from February 13, 2013 through August 12, 2013); or (iv) $4.30 (from August 13, 2013 and thereafter).

More Definitions of Qualifying Acquisition Proposal

Qualifying Acquisition Proposal means an unsolicited bona fide written Acquisition Proposal that the Company Board of Directors determines (after consultation with its independent financial advisor and outside legal counsel ) constitutes, or could reasonably expected to lead to, a Superior Proposal, and which Acquisition Proposal was not solicited after the date hereof, was made after the date hereof and did not otherwise result from a breach of Section 6.4(a).

Qualifying Acquisition Proposal means an Acquisition Proposal (provided that for purposes of this definition (i) each reference to 20% in the definition of Acquisition Proposal shall be deemed a reference to “50%”, and (ii) the proviso contained in the definition of Acquisition Proposal shall be disregarded) that implies an enterprise value for the Company and its subsidiaries equal to at least 50% of the enterprise value for the Company and its subsidiaries implied by the transactions contemplated by the Merger Agreement.

Qualifying Acquisition Proposal means a bona fide written Acquisition Proposal that did not result from a breach of Section 6.2 (and solely in the case of clause (d) of Section 6.2, a material breach) or Section 6.3 that contemplates or provides for (i) the purchase or other acquisition of more than fifty percent (50%) of the total voting power of the Equity Interests of the Company; (ii) a merger, consolidation, business combination, recapitalization, share exchange or other similar transaction involving the Company or any of its Subsidiaries pursuant to which the shareholders of the Company or the holder of the voting power of the Equity Interests of the relevant Subsidiary immediately preceding such transaction would, immediately following the consummation of such transaction, hold less than fifty percent (50%) of the total voting power of the Equity Interests in the surviving or resulting entity of such transaction; or (iii) the purchase or other acquisition of assets (including Equity Interests of any Subsidiary of the Company), rights, properties, services or businesses that generate or constitute, as applicable, more than fifty percent (50%) of the Company’s consolidated revenues, net income or total assets.

Qualifying Acquisition Proposal means any Acquisition Proposal involving CNET or its Subsidiaries (x) which the Board of Directors of CNET concludes in good faith is in the best interests of CNET and could not reasonably be expected to materially delay (including an event referred to in Section 4.1(d)) or interfere with the consummation of the Merger in accordance with the terms of this Agreement and (y) in which all parties to such Acquisition Proposal expressly and unconditionally provide (and to the extent such Acquisition Proposal is publicly disclosed, publicly disclose) that (1) the consummation of the transaction contemplated by such Acquisition Proposal is not conditioned on the cancellation, termination, amendment or other modification of this Agreement, the Merger or the other agreements and transactions contemplated hereby and (2) they will support and seek the consummation of the Merger and the other transactions contemplated hereby. 61 -57-

Qualifying Acquisition Proposal means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any Third Party indication of interest in, (A) any acquisition or purchase, direct or indirect, of 40% or more of the consolidated assets of the Company and its Subsidiaries or over 40% of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 40% of the consolidated assets of the Company, (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 40% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 40% of the consolidated assets of the Company, or (C) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 40% of the consolidated assets of the Company.

Qualifying Acquisition Proposal means an offer to purchase for cash, at a price per share of at least 115% of the Merger Consideration, all outstanding capital stock of the Company from a person that has demonstrated (to the satisfaction of all Non-HET Nominated Directors and Non-HET Affiliated Directors, as such terms are defined in the Company Certificate) the financial ability to consummate such a purchase.

Qualifying Acquisition Proposal means an unsolicited bona fide written Acquisition Proposal that the Cobra Board determines (after consultation with its independent financial advisor and outside legal counsel) constitutes, or could reasonably expected to lead to, a Superior Proposal, and which Acquisition Proposal was not solicited after August 27, 2014, was made after August 27, 2014 and did not otherwise result from a breach of the “no shop” provisions described above.