Value Enhancement Procedures definition

Value Enhancement Procedures means:
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Value Enhancement Procedures shall have the meaning set forth in Section 23(c) hereof.
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Value Enhancement Procedures means (i) the selection by the Board of an independent financial advisor (the "Independent Advisor") from among financial advisors which have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any Affiliate of any such party or of any director (other than the Company and its Subsidiaries); (ii) whether or not there is a then-pending Affected Transaction, the receipt by the Board from its Independent Advisor of (A) such advisor's view (expressed in such form and subject to such qualifications and limitations as the Independent Advisor deems appropriate) regarding whether redemption of the Rights will serve the best interests of the Company and its stockholders or (B) such advisor's statement that it is unable to express such a view, setting forth the reasons therefor; and (iii) if there is a then-pending Affected Transaction, (A) the establishment and implementation by the Board, with the advice of its Independent Advisor, of a process and procedures which the Board and such advisor conclude would be most likely to result in the best value reasonably available to stockholders (regardless of whether such Affected Transaction involves a "sale of control" or "break-up" of the Company for Delaware law purposes), (B) the Board (x) receiving the opinion of its Independent Advisor, in customary form and content for transactions of the type involved, that the Affected Transaction is fair to the Company's stockholders from a financial point of view and determining, and the Independent Advisor confirming, that it has no reason to believe that a superior transaction is reasonably available for the benefit of the Company's stockholders, and (C) the execution of a definitive transaction agreement and other definitive documentation necessary to effect the Affected Transaction.
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More Definitions of Value Enhancement Procedures

Value Enhancement Procedures means: (1) the selection by the Board of Directors of an Independent Advisor; (2) whether or not there is a then-pending Affected Transaction, the receipt by the Board from an Independent Advisor of (a) such advisor’s view (expressed in such form and subject to such qualifications and limitations as such Independent Advisor deems appropriate) regarding whether redemption of the Rights will serve the best interests of the Company and its stockholders or (b) such advisor’s statement that it is unable to express such a view, setting forth the reasons therefor; (3) if there is a then-pending Affected Transaction, (A) the establishment and implementation by the Board of a process and procedures approved by an Independent Advisor which the Board and such advisor conclude would be most likely to result in the best value reasonably available to stockholders (regardless of whether such Affected Transaction involves a “sale of control” or “break-up” of the Company for Delaware law purposes), (B) the Board (i) receiving the opinion of an Independent Advisor, in customary form and content for transactions of the type involved, that the Affected Transaction is fair to the Company’s stockholders from a financial point of view and (ii) determining, and such Independent Advisor confirming, that it has no reason to believe that a superior transaction is reasonably available for the benefit of the Company’s stockholders, and (C) the execution of a definitive transaction agreement and other definitive documentation necessary to effect the Affected Transaction.
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Value Enhancement Procedures means: (1) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any
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Value Enhancement Procedures shall have the meaning set forth in Section 23(c) hereof. 8. The first sentence of Section 3(a) of the Rights Agreement is hereby amended in its entirety to read as follows: Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to this clause (ii) may be made at any time during the Special Period) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person and a Section 11(a)(ii) Event would occur as a result thereof (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). 9. Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following after "the best interest of the Company and its stockholders" and before "then, promptly following the occurrence": (provided, however, that no such determination shall be made during the Special Period) 10. Section 23(a) of the Rights Agreement is hereby amended to read in its entirety as follows: (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Dat...
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Value Enhancement Procedures shall have the meaning set forth in Section 23(d) hereof.
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Related to Value Enhancement Procedures

  • Settlement Procedures means the Settlement Procedures attached hereto as Exhibit A.

  • Operation Procedures means the procedures contained in Annexure A hereto which the Contractor is obliged to follow when performing work on behalf of the company

  • AML/KYC Procedures means the customer due diligence procedures of a Reporting Finnish Financial Institution pursuant to the anti-money laundering or similar requirements of Finland to which such Reporting Finnish Financial Institution is subject.

  • Administrative Procedures means the Administrative Procedures of Minnesota Management & Budget developed in accord with M.S. 43A.04, subdivision 4.

  • Settlement Procedures Timetable For offers to purchase Certificated Notes accepted by the Company, Settlement Procedures A through F set forth above shall be completed as soon as possible following the trade but not later than the respective times (New York City time) set forth below: Settlement Procedure Time ---------- ----

  • Earned value management system means an earned value management system that complies with the earned value management system guidelines in the ANSI/EIA-748.

  • Auction Procedures means the auction procedures constituting Part II of the form of Statement as of the filing thereof.

  • Non-Administrator Coordinated Home Care Program means a Coordinated Home Care Program which does not have an agreement with the Claim Administrator or a Blue Cross Plan but has been certified as a home health agency in accordance with the guidelines established by Medicare.

  • Database Management System (DBMS) A system of manual procedures and computer programs used to create, store and update the data required to provide Selective Routing and/or Automatic Location Identification for 911 systems. Day: A calendar day unless otherwise specified. Dedicated Transport: UNE transmission path between one of CenturyLink’s Wire Centers or switches and another of CenturyLink’s Wire Centers or switches within the same LATA and State that are dedicated to a particular customer or carrier. Default: A Party’s violation of any material term or condition of the Agreement, or refusal or failure in any material respect to properly perform its obligations under this Agreement, including the failure to make any undisputed payment when due. A Party shall also be deemed in Default upon such Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party or the failure to obtain or maintain any certification(s) or authorization(s) from the Commission which are necessary or appropriate for a Party to exchange traffic or order any service, facility or arrangement under this Agreement, or notice from the Party that it has ceased doing business in this State or receipt of publicly available information that signifies the Party is no longer doing business in this State.

  • Direct Patient Care means the provision of health care services provided directly to individuals being treated for or suspected of having physical or mental illnesses. Direct patient care includes both, face-to-face and telehealth-based preventative care and first-line supervision.

  • Procurement Process means the process commenced by the issuing of this Invitation and concluding upon the award of a contract (or other outcome as determined by Tetra Tech International Development) or upon the earlier termination of the process

  • customs procedures means the treatment applied by the customs administration of each Party to goods which are subject to customs control.

  • Staff Vetting Procedures means the Authority’s procedures for the vetting of personnel and as advised to the Contractor by the Authority.

  • Acceptable earned value management system means an earned value management system that generally complies with system criteria in paragraph (b) of this clause.

  • Database Management System (“DBMS”) is a computer process used to store, sort, manipulate and update the data required to provide Selective Routing and ALI.

  • Payment Processor means any Person providing Payment Processing services in connection with another Person’s sale of goods or services, or in connection with any charitable donation.

  • Reconciliation Procedures means those procedures set forth in Section 7.09 of this Agreement.

  • appropriate procedures means procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence.

  • Large Facility Interconnection Procedures or “LFIP”) shall mean the interconnection procedures applicable to an Interconnection Request pertaining to a Large Generating Facility that are included in Attachment X of the NYISO OATT. Standard Large Generator Interconnection Agreement (“LGIA”) shall mean this Agreement, the form of interconnection agreement applicable to an Interconnection Request pertaining to a Large Generating Facility, that is included in Attachment X of the NYISO OATT. System Deliverability Upgrades shall mean the least costly configuration of commercially available components of electrical equipment that can be used, consistent with Good Utility Practice and Applicable Reliability Requirements, to make the modifications or additions to Byways and Highways and Other Interfaces on the existing New York State Transmission System and Distribution System that are required for the proposed project to connect reliably to the system in a manner that meets the NYISO Deliverability Interconnection Standard at the requested level of Capacity Resource Interconnection Service. System Protection Facilities shall mean the equipment, including necessary protection signal communications equipment, required to (1) protect the New York State Transmission System from faults or other electrical disturbances occurring at the Large Generating Facility and (2) protect the Large Generating Facility from faults or other electrical system disturbances occurring on the New York State Transmission System or on other delivery systems or other generating systems to which the New York State Transmission System is directly connected. System Upgrade Facilities shall mean the least costly configuration of commercially available components of electrical equipment that can be used, consistent with Good Utility Practice and Applicable Reliability Requirements, to make the modifications to the existing transmission system that are required to maintain system reliability due to: (i) changes in the system, including such changes as load growth and changes in load pattern, to be addressed in the form of generic generation or transmission projects; and (ii) proposed interconnections. In the case of proposed interconnection projects, System Upgrade Facilities are the modifications or additions to the existing New York State Transmission System that are required for the proposed project to connect reliably to the system in a manner that meets the NYISO Minimum Interconnection Standard. Tariff shall mean the NYISO Open Access Transmission Tariff (“OATT”), as filed with the Commission, and as amended or supplemented from time to time, or any successor tariff. Trial Operation shall mean the period during which Developer is engaged in on-site test operations and commissioning of the Large Generating Facility prior to Commercial Operation.

  • Remarketing Procedures means the procedures for conducting Remarketings set forth in Part II of these Articles Supplementary.

  • Individualized Education Program (IEP means a written statement for a child with a disability that is developed, reviewed, and revised in accordance with Sections 300.320 through 300.324 of 34 CFR.

  • Security Procedures means rules and regulations governing access to, and health and safety procedures while on, Government premises; and information technology security protocols;

  • Paycheck Protection Program means loan program created by Section 1102 of the CARES Act.

  • Best Management Practices (BMPs means schedules of activities, prohibitions of practices, maintenance procedures, and other management practices to prevent or reduce the pollution of waters of the state. BMPs also include treatment requirements, operating procedures, and practices to control site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw material storage.

  • Standard Operating Procedures or “SOP” means the procedures as specified in the Annexes or Attachments to the relevant Schedules;

  • Project Management Plan means the portion of the Project Development Plan providing the information requested in Section 4.2 of Exhibit B to the ITP.