Qualifying Tender Offer means a tender or exchange offer for all outstanding shares of Common Stock of the Company not beneficially owned by the Person making such offer (or by its Affiliates or Associates) approved by a majority of the Board of Directors prior to the time that any Person has become an Acquiring Person and after receiving the advice of a nationally recognized investment banking firm and, after taking into account the potential long-term value of the Company and all other factors that they consider relevant.
Qualifying Tender Offer means a tender or exchange offer for all outstanding shares of Common Stock of the Company approved by a majority of the Board, after taking into account the potential long-term value of the Company and all other factors that they consider relevant.
Qualifying Tender Offer means a tender or exchange offer for all outstanding shares of Common Stock of the Company determined by a majority of the Board (provided that at the time of such approval of the Board there are then in office not less than five Continuing Directors and such offer is approved by a majority of the Continuing Directors then in office), after receiving advice from one or more investment banking firms to be (i) at a price which is fair to the Company's shareholders (taking into account all factors which members of the Board deem relevant including, without limitation, the potential long-term value of the Company and the prices which could reasonably be attained if the Company or its assets were sold on an orderly basis designed to realize maximum value, and (ii) otherwise in the best interests of the Company and its shareholders.
Examples of Qualifying Tender Offer in a sentence
Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment may be made after the time that any Person becomes an Acquiring Person or an Adverse Person (other than pursuant to a Qualifying Tender Offer) unless such supplement or amendment is approved by a majority of the Independent Directors, if any, then in office and approved by a Supermajority Vote.
The Rights Agreement provides that when a person or group of affiliated or associated persons becomes an Acquiring Person (other than pursuant to a Qualifying Tender Offer (as defined below)), such Acquiring Person's Rights will thereupon become null and void.
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Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price or the Expiration Date and supplements or amendments may be made after the time that any Person becomes an Acquiring Person (other than pursuant to a Qualifying Tender Offer) only if such supplement or amendment is approved by the Company's Board of Directors.
This Agreement automatically shall terminate upon the earliest of (a) the date of the 2007 Annual Meeting, (b) the first date upon which the PSS Parties and their respective Affiliates collectively Beneficially Own less than 65% of the then outstanding shares of Company Common Stock and (c) the date a Qualifying Tender Offer and the related back-end merger are completed and all outstanding shares of Company Common Stock are owned by PSS or his Affiliates.
More Definitions of Qualifying Tender Offer
Qualifying Tender Offer means a tender offer or exchange offer that a majority of the members of the Board of Directors determine to be at a fair price and otherwise in the best interests of the Company and its shareholders. EXERCISE As stated above, until the Distribution Date the Rights are not exercisable. However, in the event that any person or group or affiliated or associated persons becomes an Acquiring Person, and subject to the Company's right to redeem the Rights, each holder of a Right (other than an Acquiring Person), will thereafter have the right to receive upon exercise a number of one one-thousandths (1/1,000ths) of a share of Preferred Stock determined by dividing the Purchase Price (subject to adjustment) by 50% of the current market price of the Company Common Stock on the date a person becomes an Acquiring Person. Because of the nature of the voting, dividend, and liquidation rights of the Preferred Stock, the value of each one one-thousandth (1/1,000th) interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Company Common Stock. It is therefore anticipated (although there can be no assurance) that the value of the Preferred Stock purchased upon exercise of the Rights will be approximately twice the exercise price paid. If the Rights are not redeemed as described below and in the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. Following the occurrence of any of the events set forth in the preceding two paragraphs any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will immediately become null and void. While the distribution of the The Rights will expire on May 15, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, as described below. Until a Right is exercised, the holder thereof, as such, will have no...
Qualifying Tender Offer means any tender offer, exchange offer or similar transaction in which (1) the independent directors have the right to retain outside independent financial advisors and legal counsel in connection with such transaction and will be entitled to submit a Schedule 14D-9 under Rule 14d-9 of the Exchange Act on behalf of the Company in respect of the transaction, (2) MacAndrews & Forbes discloses in a Schedule TO with respect to the transaction its intention and firm commitment to effect a short-term merger in accordance with Section 253 of the DGCL in which all holders of Class A Common Stock (other than shares held by MacAndrews & Forbes or its affiliates) will receive the same consideration offered in exchange for the Class A Common Stock in the transaction as promptly as practicable following the consummation of the transaction, and (3) the transaction is subject to a non-waivable condition that a majority of the shares of Class A Common Stock not held by MacAndrews & Forbes and its affiliates have been tendered and accepted for purchase in connection with the transaction.
Qualifying Tender Offer shall have the meaning set forth in Section 11(a)(ii) hereof.
Qualifying Tender Offer. A tender or exchange offer for all the Common Stock which is approved by a majority of the Directors. Transfer: Prior to the Distribution Date, the Rights will be evidenced by the certificates for and will be transferred with the Common Stock, and the registered holders of the Common Stock will be deemed to be the registered holders of the Rights. After the Distribution Date, the Rights Agent will mail separate certificates evidencing the Rights to each record holder of the Common Stock as of the close of business of the Distribution Date, and thereafter the Rights will be transferable separately from the Common Stock.
Qualifying Tender Offer means a cash tender offer for all of the outstanding shares of common stock of the Company that is (x) made to all holders of such common stock, (y) is approved and determined to be fair to the holders of common stock (other than the Buyers or their affiliates) by a majority of the Independent Directors (after receiving and taking into account an opinion as to the fairness of the offer to such holders from an investment bank) and (z) is accepted by the holders of a majority of the outstanding shares of common stock (excluding, for purposes of such calculation, any shares of common stock Beneficially owned by Laminar, the Laminar Buyers and their respective affiliates if the Qualifying Tender Offer is being initiated by a Laminar Buyer, or owned by Prentice, the Prentice Buyers and their respective affiliates if the Qualifying Tender Offer is being initiated by a Prentice Buyer). Nothing in this section shall constitute approval of any such transaction by the Board of Directors to the extent such approval is required by applicable law and/or the terms of those certain resolutions being delivered to the Buyers pursuant to Section 5.1.9 of the Securities Purchase Agreements. Other capitalized terms used but undefined in this Exhibit A shall have the meanings ascribed to them in the Investors' Rights Agreement to which this document is attached as an exhibit.
Qualifying Tender Offer means a tender or exchange offer by PSS, one or more Affiliates of PSS and/or one or more other PSS Parties that (i) is for all of the outstanding shares of Company Common Stock (provided, that such tender or exchange offer need not seek to acquire shares of Company Common Stock Beneficially Owned by PSS, any of his Affiliates or any of the other PSS Parties); (ii) is subject to a non-waiveable condition that a majority of the then-outstanding shares of Company Common Stock (other than any shares of Company Common Stock Beneficially Owned by PSS or any of his Affiliates) be validly tendered and accepted for purchase by the offeror; and (iii) includes a commitment by the offeror (to be contained in the offer to purchase pursuant to which the tender or exchange offer is made) to promptly consummate a merger following the completion of the tender or exchange offer, in which all remaining shares of Company Common Stock not Beneficially Owned by PSS, any of his Affiliates or the PSS Parties shall be acquired for the same amount and type of consideration as was paid per share of Company Common Stock pursuant to the tender or exchange offer.
Qualifying Tender Offer means a tender offer or exchange offer that a majority of the members of the Board of Directors determine to be at a fair price and otherwise in the best interests of the Company and its stockholders.