Second Superior Proposal Notice definition

Second Superior Proposal Notice shall have the meaning ascribed to such term in Section 9.2(b).
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Second Superior Proposal Notice shall have the meaning ascribed thereto in Section 7.02(b);
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Second Superior Proposal Notice shall have the meaning ascribed thereto in Section 7.02(b); (hhh) "Section 3(a)(10) Exemption" means the exemption from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof; (iii) "Securities Act" means the Securities Act (Ontario); (jjj) "SEDAR" means the System for Electronic Document Analysis and Retrieval; (kkk) "Subscription Receipt Agreement" means the subscription receipt agreement, to be entered into and dated as of the Effective Date, among XxXxxx Mining and the holders of Excess Controlled Lexam VG Gold Shares, governing the terms and conditions o... (lll) "Subscription Receipts" means the subscription receipts to be created and issued, pursuant to the terms of the Subscription Receipt Agreement, by XxXxxx Mining to former holders of Controlled Lexam VG Shares in connection with the Arrangement, i... (mmm) "Subsidiary" means, at any time with respect to any Person, any other Person, if at such time the first mentioned Person: (i) owns, directly or indirectly, securities or other ownership interests in such other Person, having ordinary voting xxxx... (nnn) "Superior Proposal" means a bona fide written Acquisition Proposal made by a third party (other than XxXxxx Mining or a XxXxxx Mining Subsidiary), subsequent to the date hereof but before the time the Arrangement Resolution is approved at the Le... (ooo) "Tax" and "Taxes" means all federal, state, local, provincial, branch or other taxes, including income, gross receipts, windfall profits, value added, ad valorem, property, capital, net worth, production, sales, use, licence, excise, franchise, ... (ppp) "Tax Act" means the Income Tax Act (Canada); (qqq) "Third Party Confidentiality Agreement" shall have the meaning ascribed to such term in Subsection 7.01(f); (rrr) "Transaction Personal Information" shall have the meaning ascribed thereto in Section 9.01; (sss) "TSX" means the Toronto Stock Exchange; (ttt) "U.S. GAAP" means accounting principles generally accepted in the United States of America, as updated and amended from time to time; and (uuu) "U.S. Securities Administrators" means, collectively, the SEC and any state securities commission or similar regulatory authority of any state of the United States.
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More Definitions of Second Superior Proposal Notice

Second Superior Proposal Notice shall have the meaning ascribed to such term in Section 9.2(b). “Section 3(a)(10) Exemption” means the exemption from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof.
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Related to Second Superior Proposal Notice

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • 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.

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • 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).

  • Proposal Letter means the letter, executed by or on behalf of Proposer, delivered with its Proposal and conforming to Form A to the ITP.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Acquisition Notice has the meaning ascribed to such term in Section 2.1(a).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • 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.

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Proposal / Bid means the technical proposal and the commercial/financial proposal.

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • approved proposal means a proposal approved or determined under this Agreement;

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Equityholder pursuant to the terms of the First Tier Purchase and Sale Agreement and by the Equityholder to the Borrower pursuant to the terms of the Second Tier Purchase and Sale Agreement and the Assignments by which the Transferor effects such conveyance.

  • Request for Proposal (RFP means the solicitation document issued by Purchasing to potential vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes these Terms and Conditions as well as all Pricing Pages, Exhibits, Attachments, and Addendums thereto.

  • Proposal date as referenced herein shall mean the local date and time specified in the proposal documents.

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Change Proposal means a proposal (in the standard form) for any alteration of, or addition to, or omission from, the Contractor’s Brief or any change in the design, quality or quantity of the Works put forward by the Contractor or the Commercial Officer;