Target Acquisition Proposal definition

Target Acquisition Proposal means any inquiry, offer or proposal for, or any indication of interest from any Person relating to, or that is reasonably likely to lead to, any direct or indirect acquisition, in one transaction or a series of transactions, including any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction, of (A) assets or businesses that constitute or represent 10% or more of the total revenue, operating income, EBITDA or assets of Target and its Subsidiaries, taken as a whole, or (B) 10% or more of the outstanding shares of Target Common Shares or capital stock of, or other equity or voting interests in, any of Target’s Subsidiaries directly or indirectly holding, individually or taken together, the assets or business referred to in clause (A) above, in each case other than the Transactions. Other than as provided in this Section 7.2(a), Target shall not waive any provisions of a confidentiality agreement entered into with a Person who has indicated a willingness to make an unsolicited bona fide Target Acquisition Proposal without Parent’s prior written consent. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2(a) by any officer, director, employee, attorney, investment banker or other agent of Target or any of its Subsidiaries, whether or not such person is purporting to act on behalf of Target or any of its Subsidiaries or otherwise, shall be a breach of this Section 7.2(a) by Target.

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Target Acquisition Proposal means any offer or proposal for, or any indication of interest in, a merger, acquisition, consolidation or other business combination directly or indirectly involving Target or any Target Subsidiary or the acquisition of all or a substantial equity interest in, or all or a substantial portion of the assets of, any such Person, other than the Transactions.

Target Acquisition Proposal means any inquiry, proposal or offer from any Person relating to any (a) merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, extraordinary dividend or similar transaction or series of transactions involving Target; (b) sale, lease or other transfer, directly or indirectly by merger, share exchange, consolidation, business combination, liquidation, dissolution, extraordinary dividend, joint venture or similar transaction or series of transactions, of 51% or more of Target’s assets or properties; (c) issuance, sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or any similar transaction) of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for such securities) representing 51% or more of the Target Common Stock; (d) tender offer, exchange offer or similar transaction that if consummated would result in any Person acquiring beneficial ownership, or the right to acquire beneficial ownership, or formation of any group that beneficially owns or has the right to acquire beneficial ownership, of 51% or more of the outstanding Target Common Stock; or (e) any combination of the foregoing, other than as provided under this Agreement; provided, however, that none of the following shall constitute Target Acquisition Proposal: (i) the Merger; (ii) any transaction contemplated by the Target Diligence Letter; or (iii) any proposal or transaction involving the refinancing of the existing debt of Target otherwise permitted by this Agreement.

Examples of Target Acquisition Proposal in a sentence

Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.13(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other Person of any Target Acquisition Proposal.
Target and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Target Acquisition Proposal.
Upon execution of this Agreement, Target shall cease immediately and cause to be terminated any and all existing discussions or negotiations with any Persons other than Parent and Merger Sub conducted heretofore with respect to any Target Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of Target be returned or destroyed.
For purposes of this Agreement, "Target Acquisition Proposal" shall mean --------------------------- any offer or proposal (other than an offer or proposal by Acquiror or any of its affiliates) providing for any Target Acquisition Transaction.
Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal.
Other than as provided in this Section 7.2, Target shall not waive any provisions of a confidentiality agreement entered into with a Person who has indicated a willingness to make an unsolicited bona fide Target Acquisition Proposal without Parent’s prior written consent.
If any Target Acquisition Proposal, or any inquiry or contact with any person with respect thereto is made, Target shall promptly notify Parent and shall identify the party making the Target Acquisition Proposal and the material terms of the Target Acquisition Proposal and shall provide the Parent with a reasonable opportunity to respond to Target regarding any such Target Acquisition Proposal.
Target shall keep Parent fully informed on a prompt basis with respect to the status of any such Target Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.
As of the date of this Agreement, Target is not engaged, directly or indirectly, in any substantive discussions or negotiations with any other party with respect to a Target Acquisition Proposal.
As of the date hereof, Target is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to a Target Acquisition Proposal (as defined in Section 6.1).

More Definitions of Target Acquisition Proposal

Target Acquisition Proposal means any inquiry, offer or proposal for, or any indication of interest from any Person relating to, or that is reasonably likely to lead to, any direct or indirect acquisition, in one (1) transaction or a series of transactions, including any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction, of (A) assets or businesses that constitute or represent ten percent (10%) or more of the total revenue, operating income, EBITDA or assets of Target and the Target Subsidiaries, taken as a whole, or (B) ten percent (10%) or more of the outstanding shares of Target Common Shares or capital stock of, or other equity or voting interests in, any of the Target Subsidiaries directly or indirectly holding, individually or taken together, the assets or business referred to in clause (A) above, in each case other than the transactions contemplated by this Agreement. Other than as provided in this Section 7.2, Target shall not waive any provisions of a confidentiality agreement entered into with a Person who has indicated a willingness to make an unsolicited bona fide Target Acquisition Proposal without Parent's prior written consent.

Target Acquisition Proposal means any offer or proposal (other than an offer or proposal by Acquiror or any of its affiliates) providing for any Target Acquisition Transaction. For the purposes of this Agreement, "Target Acquisition Transaction" shall mean any transaction or series of related transactions (other than with Acquiror or any of its affiliates) involving: (A) any acquisition or purchase from Target by any person of more than a twenty percent (20%) interest in the total outstanding voting securities of Target or any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than twenty percent (20%) of the total outstanding voting securities of Target or any merger, consolidation, business combination or similar transaction involving Target pursuant to which the stockholders of Target immediately preceding such transaction would hold less than eighty percent (80%) of the equity interests in the surviving or resulting entity of such transaction, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of assets representing in excess of fifty percent (50%) of the fair market value of Target's business immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition, or (C) any liquidation or dissolution of Target.