Target Competing Proposal definition

Target Competing Proposal means: (i) any merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, or similar transaction in respect of Target; (ii) any purchase or other acquisition by a Person (other than Purchaser) of such number of shares of Target’s Common Stock or any rights or interests therein or thereto which together with such Person’s other direct or indirect holdings of shares of Common Stock and the holdings of any other Person or Persons with whom such first Person may be acting jointly or in concert constitutes at least a majority of the outstanding shares of Target Common Stock; or (iii) any proposal or offer to, or public announcement of an intention to do, any of the foregoing from any Person other than Purchaser.
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Target Competing Proposal means any proposal, offer or transaction by a third party (other than Bidder or its Related Entities) that, if completed, would mean:
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Target Competing Proposal means a transaction or arrangement pursuant to which (other than as contemplated pursuant to this deed) a Third Party will, if the proposed transaction or arrangement is entered into or completed substantially in accordance with its terms:
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Examples of Target Competing Proposal in a sentence

  • Other than in relation to discussions with Bidder in connection with the proposed Takeover Bid and this Agreement, Target represents and warrants to Bidder that, as at the date of this Agreement, neither Target, its Related Entities nor any of their Representatives is participating in any continuing discussions with a third party that concern, or could reasonably be expected to lead to, a Target Competing Proposal.

  • A notice given under clause 8.5(a) must include the identity of the proponent of the Target Competing Proposal and a summary of all material terms and conditions of the actual, proposed or potential Target Competing Proposal.

  • Each successive material modification or variation of any proposal, offer or transaction in relation to a Target Competing Proposal will constitute a new Target Competing Proposal.

  • Target must procure that Target Directors recommend the Bidder Counter Proposal to Target Shareholders and not the applicable Target Competing Proposal.

  • During the Exclusivity Period, Target must not, and must procure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly, solicit, invite, initiate or encourage any Target Competing Proposal or any enquiries, expressions of interest, proposals, discussions or negotiations with any third party in relation to (or that could reasonably be expected to lead to) a Target Competing Proposal, or communicate to any person any intention to do any of these things.

  • Associate has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if section 12(1) of that Act included a reference to this deed and, when the term 'Associate' is used in the definition of 'Target Competing Proposal', Target is the designated body.

  • Target represents and warrants that, as at the date of this deed, neither Target nor any of its Authorised Persons is in negotiations or discussions in respect of any Target Competing Proposal with any person.

  • The new JCF guidelines articulating appropriate perspectives on Israel marginalize Jewish Voice for Peace, which is not a Federation grantee.

  • The transactions did not close, and indeed, the last of the offers failed precisely for lack of financing and thus aptly characterizes the period around the Effective Date, according to the market evidence.Conclusion.

Related to Target Competing Proposal

  • 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.

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

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

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

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

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • 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.

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

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

  • 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.

  • 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.

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

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

  • Competing Product means [***].

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

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

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

  • Competing Permitted Bid means a Take-over Bid that:

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • 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.

  • Tax Proposals means all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

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

  • Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).

  • Contractor’s Proposal means the proposal submitted by the Contractor with the Tender, as modified and accepted by the Employer and included in the Contract. Such documents may include the Contractor’s preliminary design.

  • 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.