Required Governing Document Proposal has the meaning set forth in Section 5.8.
Required Governing Document Proposal has the meaning set forth in Section 8.02(b)(i).
Company Governing Documents means the Company Bylaws and the Company Certificate.
Transaction Proposal has the meaning specified in Section 8.02(c).
Required Documents means those documents identified in Section 2(I) of the Custodial Agreement.
Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.
Alternative Proposal has the meaning set forth in Section 6.2(b).
Transaction Proposals has the meaning specified in Section 8.2(b).
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.
Governing Document means any charter, articles, bylaws, certificate, statement, statutes or similar document adopted, filed or registered in connection with the creation, formation or organization of an entity, and any Contract among all equityholders, partners or members of an entity.
Superior Proposal has the meaning set forth in Section 5.09(a).
Constating Documents means, with respect to any Person, its articles and/or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, charter, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Equity Interests, all as in effect from time to time.
Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.
Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.
Business Combination Proposal has the meaning set forth in Section 5.8.
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.
Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).