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.
Responsive Proposal means a Proposal that complies with the material provisions of this RFP.
Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.
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.
Proposal means the Technical Proposal and the Financial Proposal.
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 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).
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;
Superior Proposal has the meaning set forth in Section 5.09(a).
Alternative Proposal has the meaning set forth in Section 6.2(b).
Transaction Proposal has the meaning specified in Section 8.02(c).
Proposal Letter means the letter, executed by or on behalf of Proposer, delivered with its Proposal and conforming to Form A to the ITP.
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).
approved proposal means a proposal approved or determined under this Agreement;
Transaction Proposals has the meaning specified in Section 8.2(b).
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Request for Proposal or “RFP” means all documents, including those attached or incorporated by reference, used for soliciting proposals.
Superior Company Proposal has the meaning set forth in Section 6.02(e).
Request for Proposals (RFP means all documents, including those attached or incorporated by reference, used for soliciting proposals.
Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.
Integration Proponent means in relation to an Integration Agreement, “the Company” or “the Joint Venturers” as the case may be as defined in, and for the purpose of, that Integration Agreement;
Business Combination Proposal has the meaning set forth in Section 5.8.
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.