Third Party Acquisition has the meaning set forth in Section 4.7(a).
Third Party Acquisition means the occurrence of any of the following events: (i) the acquisition of the Company by merger or similar business combination by any person other than Parent, Purchaser or any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of 20.0% or more of the assets of the Company and its subsidiaries, taken as a whole; or (iii) the acquisition by a Third Party of 20.0% or more of the outstanding Shares.
Third Party Acquisition means the occurrence of any of the following transactions or proposed transactions: (i) the acquisition of Company by merger or otherwise by any person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent or any affiliate thereof (a "Third Party"), including, without limitation, any Acquisition Proposal or Superior Proposal, each as defined in Section 5.4 of the Merger Agreement; (ii) the acquisition by a Third Party of any material portion (which shall include, without limitation, five percent (5%) or more) of the assets of Company, other than the sale of its products in the ordinary course of business consistent with past practices; (iii) the acquisition by a Third Party of five percent (5%) or more of the outstanding Common Stock; (iv) the adoption by Company of a plan of liquidation or dissolution or the declaration or payment of an extraordinary dividend; or (v) the acquisition (or any group of acquisitions) by Company by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business (or businesses) whose annual revenues, net income or assets is equal to or greater than five percent (5%) of the assets of Company, respectively. For purposes of this Agreement, "beneficially own" or "beneficial ownership" with respect to any securities shall have the meaning set forth in Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Securities beneficially owned by Stockholder shall include securities beneficially owned by all other persons with whom Stockholder would constitute a "group" as within the meaning of Section 13(d)(3) of the Exchange Act.
Examples of Third Party Acquisition in a sentence
The Stockholders and the Company and its officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Third Party Acquisition Proposal (as defined below).
At and after the Tender Offer Purchase Time, the Company shall not under any circumstances withdraw its recommendation of the transactions contemplated hereby or approve or recommend, or cause the Company to enter into any agreement with respect to, any Third Party Acquisition.
In no event will Seller accept or enter into an agreement concerning any such Third Party Acquisition prior to the termination of the Agreement pursuant to Article 12.
Upon execution of this Agreement, each Stockholder shall, and it shall cause its Representatives to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition.
The Interconnection Customer is responsible for obtaining the property/easements needed for the tap line, access roads to/from the tap, and work pads, in accordance with the standards set forth in the Connecting Transmission Owner’s Standards And Requirements Relating To Third Party Acquisition And Transfer Of Real Property Interests To Niagara Mohawk Power Corporation For Electric Facilities and Survey Specifications (January 2019).
More Definitions of Third Party Acquisition
Third Party Acquisition means the sale or transfer to a Person other than Buyer or an Affiliate of Buyer of a material amount of the assets or equity interests of the Company and its Subsidiaries on a consolidated basis pursuant to an asset or stock purchase agreement or merger, consolidation or similar business combination transaction.
Third Party Acquisition is defined in Section 5.10(a).
Third Party Acquisition means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any Person (which includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any affiliate thereof (a "Third Party") or by an officer or director of the Company; (ii) the acquisition by a Third Party of more than 20% of the total assets of the Company and its subsidiaries taken as a whole; (iii) the acquisition by a Third Party of Shares which, together with all other Shares owned by such Third Party and its affiliates, equal 20% or more of the issued and outstanding Shares; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any of its subsidiaries of more than 20% of the issued and outstanding Shares; or (vi) the acquisition by the Company or any subsidiary by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business whose annual revenues, net income or assets attributable to such ownership interest or investment is equal or greater than 20% of the annual revenues net income or assets of the Company. For purposes of this Agreement a "Superior Proposal" means any bona fide proposal to acquire directly or indirectly for consideration consisting of cash and/or securities all of the Shares then issued and outstanding or all or substantially all the assets of the Company and otherwise on terms which the Company Board by a majority vote determines in its good faith judgment (consistent with the advice of a financial adviser of nationally recognized reputation) to be more favorable to the Company's stockholders than the Merger and the Offer. At and after the Tender Offer Purchase Time, the Company shall not under any circumstances withdraw its recommendation of the transactions contemplated hereby or approve or recommend, or cause the Company to enter into any agreement with respect to, any Third Party Acquisition.
Third Party Acquisition is defined in Section 6.7(b).
Third Party Acquisition means (a) the acquisition of the Company by merger, consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or other similar transaction by any Person (which includes for these purposes a "person" as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Purchaser or any Affiliate thereof (a "Third Party"); (b) the acquisition by a Third Party of more than 50% of the assets of the Company and its Subsidiaries, taken as a whole; (c) the acquisition by a Third Party of 50% or more of the outstanding Company Common Stock or 50% or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Company; (d) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; or (e) the purchase by the Company or any of its Subsidiaries of more than 30 percent of the outstanding shares of Company Common Stock.
Third Party Acquisition means the occurrence of any of the following events: (i) the acquisition of the Company by merger, tender offer or otherwise by any person or group of persons acting in concert other than Parent, Purchaser or any affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of 35% or more of the assets of the Company and its subsidiaries, taken as a whole, in one transaction or a related series of transactions; (iii) the acquisition by a Third Party of more than 35% of the outstanding Shares, in one transaction or a related series of transactions; (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; or (v) the repurchase by the Company or any of its subsidiaries of 15.0% or more of the outstanding Shares.
Third Party Acquisition means the occurrence of any of the following events: (i) the acquisition of the Company by merger or otherwise by any person (which, for purposes of this Section 5.2(c), includes a "person" as such term is defined in Section 13(d)(3) of the Exchange Act) other than Parent or any affiliate thereof (a "THIRD PARTY"); (ii) the acquisition by a Third Party of all or a substantial portion of the assets of the Company and the Company Subsidiaries taken as a whole; (iii) the acquisition by a Third Party of an equity interest in the Company of more than 20% of the outstanding Company Common Stock or the acquisition by a Third Party of securities convertible into more than 20% of the outstanding Company Common Stock or more than 25% of the outstanding capital stock or securities convertible into more than 25% of the outstanding capital stock of any Company Subsidiary (whether from the Company or any Company Subsidiary, by tender offer, exchange offer or otherwise); (iv) the adoption by the Company of a plan of liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any Company Subsidiary of a significant equity interest in the Company or any Company Subsidiary; or (vi) any other business combination, acquisition, recapitalization, restructuring or other similar transaction involving the Company or any Company Subsidiary. For purposes of this Agreement, a "Superior Proposal" means any bona fide written proposal to acquire directly or indirectly for consideration consisting of cash or securities more than 66-2/3% of the voting power of Company Shares then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Company Board determines in its good faith judgment (after consulting with a financial adviser of nationally recognized reputation) (1) to be from a Third Party that is financially capable of completing the transaction subject to the proposal and (2) to provide (if completed) greater value and to be more favorable to the Company's stockholders than the Merger.