Tender Offer Person definition

Tender Offer Person means any person who commences, or publicly announces the intention to commence (which intention shall not have been withdrawn within five Business Days after the commencement of such tender offer or such public announcement), a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any wholly owned Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company) of 15% or more of the Company's then outstanding Common Shares.
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Examples of Tender Offer Person in a sentence

  • At any time after a person becomes an Acquiring Person or a Tender Offer Person, and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment).

  • The Company shall use all reasonable efforts to insure that the provisions hereof are complied with, but shall have no liability to any holder of a Right Certificate or other Person as a result of its failure to make any determinations with respect to an Acquiring Person, a Tender Offer Person or its Affiliates, Associates or Transferrees.

  • Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person or a Tender Offer Person amend this Agreement to change the thresholds set forth in Sections l(a) and 3(a) of this Agreement.

  • The most notable exception is titanium alloys, which, at DB temperatures greater than 850 °C (1560 °F), can readily dissolve minor amounts of adsorbed gases and thin surface oxide films and diffuse them away from the bonding surfaces, so that they will not impede the formation of the required metallic bonds across the bond interfaceSimilarly, the joining of silver at 200 °C (390 °F) requires no deformation to break up and disperse oxides, because silver oxide dissociates completely at 190 °C (375 °F).

Related to Tender Offer Person

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Offer Period has the meaning given such term in Section 4.1.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Permitted Offer means a tender offer or an exchange offer for all outstanding Common Shares of the Company determined by the Board of Directors of the Company, after receiving such advice as it deems necessary and giving due consideration to all relevant factors, to be in the best interests of the Company and its stockholders.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Offer Deadline means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.

  • First Offer Period has the meaning set forth in Section 13.5.

  • Tenderer/Bidder means the firm or Company (hereinafter called Tenderer/ Bidder) who duly submits the tender after accepting all the terms & conditions of the tender document.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Home solicitation sale means a sale of goods or services of more than $25.00 in which the seller or a person acting for the seller engages in a personal, telephonic, or written solicitation of the sale, the solicitation is received by the buyer at a residence of the buyer, and the buyer's agreement or offer to purchase is there given to the seller or a person acting for the seller. Home solicitation sale does not include any of the following:

  • Asset Sale Offer shall have the meaning specified in Section 4.13.

  • Tender Notice means the Tender Notice set out in Part 1 of this TenderDocument;

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Change of Control Offer has the meaning provided in Section 4.15.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Company Notice means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Preadoptive placement which shall mean the temporary placement of an Indian child in a foster home or institution after the termination of parental rights, but prior to or in lieu of adoptive placement; and

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

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