Third Party Transaction Proposal definition

Third Party Transaction Proposal means any proposal or offer made by any Person with respect to the acquisition, refinancing, recapitalization and/or restructuring of the Companies and their subsidiaries and affiliates, other than the Recapitalization more fully described in the Term Sheet.
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Third Party Transaction Proposal means, other than the Transactions, any inquiry, proposal or offer from any Person relating to, or that could reasonably be expected to lead to, any direct or indirect sale, license, disposition, transfer or acquisition of, or the grant of rights to any third party with respect to, a material portion of the Transferred Assets or the Business. Notwithstanding the foregoing, “Third Party Transaction Proposal” shall not include (i) any merger, consolidation or other business combination pursuant to which all or more than 50% of the business, assets or divisions of Seller is combined with that of a potential acquiror, (ii) the sale, transfer, exchange or other disposition of all or more than 50% of the business, assets, divisions or voting securities of Seller, whether by way of merger or consolidation, reorganization, recapitalization or restructuring, tender or exchange offer, share exchange, option or negotiated purchase, leveraged buyout, lease or license, partnership, joint or collaborative venture or otherwise, including in each case any of the foregoing transactions with respect to Seller’s overall farm animal portfolio as long as the Business and Transferred Assets are carved out of the scope of such transaction or (iii) any transactions involving the securities issued by Seller.
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Third Party Transaction Proposal shall not include (i) any merger, consolidation or other business combination pursuant to which all or more than 50% of the business, assets or divisions of Seller is combined with that of a potential acquiror, (ii) the sale, transfer, exchange or other disposition of all or more than 50% of the business, assets, divisions or voting securities of Seller, whether by way of merger or consolidation, reorganization, recapitalization or restructuring, tender or exchange offer, share exchange, option or negotiated purchase, leveraged buyout, lease or license, partnership, joint or collaborative venture or otherwise, including in each case any of the foregoing transactions with respect to Seller’s overall farm animal portfolio as long as the Business and Transferred Assets are carved out of the scope of such transaction or (iii) any transactions involving the securities issued by Seller.
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Examples of Third Party Transaction Proposal in a sentence

  • Notwithstanding the foregoing, this Section 7.11 shall not impair Seller’s ability to discuss with its shareholders or any proxy advisory firms or enter into any settlement discussions or settlement agreements with any shareholder (including any “activist investor”); provided such discussions or agreements do not involve or relate to any Third Party Transaction Proposal.

  • Following the Agreement Date, Seller shall, and shall cause its Affiliates and instruct its Representatives to, immediately terminate any such current negotiations and contacts with any Person regarding any Third Party Transaction Proposal, and promptly after the Agreement Date request the prompt return or destruction of all confidential information previously furnished to such Person(s) within the last twelve (12) months for the purpose of evaluating a Third Party Transaction Proposal.

  • If Seller or any of its Affiliates or Representatives receive any Third Party Transaction Proposal, Seller shall promptly notify Buyer of the existence of such proposal.

  • L.J. 1730 (2011); Janneke Gerards, How to Improve the Necessity Test of the European Court of Human Rights, 11 INT’L J.


More Definitions of Third Party Transaction Proposal

Third Party Transaction Proposal means a publicly announced offer by a person other than the Company or an affiliate of the Company to consummate a Third Party Transaction at a price and on terms that are more favorable to the shareholders of Allergan from a financial point of view than any Qualifying Transaction Proposal or Company Superior Proposal then outstanding, if any.
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Related to Third Party Transaction Proposal

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

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

  • 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.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • 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.

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

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

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

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

  • Related Party Transactions has the meaning set forth in Section 3.21.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

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

  • Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

  • 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.

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

  • Material Related Party Transactions means any transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

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

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

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