Seller Takeover Proposal definition

Seller Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving Seller or (ii) any proposal or offer to acquire in any manner, directly or indirectly, over 50% of the equity securities or consolidated total assets of Seller, in each case other than the Transactions.
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Seller Takeover Proposal means any proposal or offer (whether or not in writing) from any Person, with respect to any (1) merger, consolidation, share exchange, other business combination, recapitalization, liquidation, dissolution or similar transaction involving Seller pursuant to which any Person or “group” (as defined pursuant to Section 13(d) of the Exchange Act, a “group”) of Persons would hold securities representing 50% or more of the total outstanding voting power of Seller, (2) sale, lease, contribution or other disposition, directly or indirectly (including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture, sale of capital stock of or other equity interests in a Subsidiary of Seller or otherwise) of any business or assets of Seller and its Subsidiaries constituting or representing 50% or more of the consolidated revenues, net income or assets of Seller and its Subsidiaries, taken as a whole, including 50% or more of the revenues, net income or assets of Seller and its Subsidiaries relating to the Healthcare Business, (3) issuance, sale or other disposition, directly or indirectly, to any Person or “group” of Persons of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 50% or more of the voting power of Seller, (4) transaction (including any tender offer or exchange offer) in which any Person or “group” of Persons would acquire (in the case of a tender offer or exchange offer, if consummated), directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, 50% or more of the voting power of Seller or (5) any combination of the foregoing, which in each case, for the avoidance of doubt, includes all or a portion of the Healthcare Business.
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Seller Takeover Proposal means (i) any inquiry, proposal or offer for a merger, consolidation, business combination or other similar transaction involving Seller, (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 50% of the outstanding equity interests of Seller or any resulting parent company of Seller, or (iii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, assets of Seller or its subsidiaries representing more than 60% of the consolidated assets of Seller. The term “Superior Proposal” means a TSG Proposal or a Seller Takeover Proposal contingent upon termination of this Agreement (a “Contingent Seller Proposal”), in each case, that Seller’s board of directors determines in good faith, after consultation with counsel and Seller’s financial advisor (x) is more favorable from a financial point of view to the shareholders of Seller than the transactions contemplated by this Agreement after taking into account the Breakup Fee and any alternative proposal offered by Purchaser and (y) is reasonably likely of being completed on the terms proposed on a timely basis.
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Examples of Seller Takeover Proposal in a sentence

  • Seller shall, and shall cause its Representatives to, cease immediately any current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Seller Takeover Proposal.

  • Notwithstanding anything to the contrary in this Agreement, the Seller may grant a waiver, amendment or release under any confidentiality agreement, standstill agreement or similar agreement solely to the extent necessary to allow a Seller Takeover Proposal to be made to the Seller or the Seller Board (or any committee thereof).


More Definitions of Seller Takeover Proposal

Seller Takeover Proposal means, other than the transactions contemplated hereunder, any bona fide oral or written offer or proposal from a third party or group of third parties (other than from Buyer or its Affiliates or Representatives) that did not result from a breach of Section 6.2 (other than a de minimis breach) relating to (a) any acquisition or purchase, directly or indirectly, of twenty percent (20%) or more of the fair value of the consolidated assets of Seller and its Subsidiaries or twenty percent (20%) or more of any class of equity or voting securities of Seller or any of its Subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the fair value of the consolidated assets of Seller, (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a Person or group beneficially owning twenty percent (20%) or more of any class of equity or voting securities of Seller or any of its Subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the fair value of the consolidated assets of Seller, or (c) a merger, consolidation, share exchange, business combination, asset sale, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Seller or any of its Subsidiaries pursuant to which any Person or group would own, directly or indirectly, twenty percent (20%) or more of the aggregate voting power of Seller after giving effect to the consummation of such transaction.
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Related to Seller Takeover Proposal

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • 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.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • 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.

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

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Takeover Bid means a "take-over bid" as defined in MI 62-104 pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the outstanding Shares;

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

  • 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.

  • 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.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Takeover Offer means an offer in accordance with clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of INM (other than any INM Shares beneficially owned by any member of the Mediahuis Group (if any) or by any person Acting in Concert with Mediahuis (if any)), including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Documents or (as the case may be) any revised offer document(s);

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Takeover Offer Document means, if following the date of this Agreement, Verizon elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Fleetmatics Shareholders and others by Verizon containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer) and certain information about Verizon and Fleetmatics and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Business Combination Transaction means:

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

  • 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.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).