WTW Competing Proposal definition

WTW Competing Proposal means any bona fide, written proposal or offer made by a Person or group (other than a proposal or offer by Aon or any of the Aon Subsidiaries or any of its Concert Parties or any person Acting in Concert with Aon pursuant to Rule 2.5 of the Takeover Rules) at any time which is structured to permit such Person or group to acquire (whether pursuant to a merger, consolidation or other business combination, sale of shares, sale of assets, tender offer, scheme of arrangement, takeover offer, or exchange offer or otherwise, including any single or multi-step transaction or series of related transactions) ownership of (i) assets or businesses of WTW and WTW Subsidiaries that generate at least twenty percent (20%) or more of the net revenues or net income (for the 12-month period ending on the last day of WTW’s most recently completed fiscal quarter) or that represent at least twenty percent (20%) of the total assets (based on fair market value) of WTW and WTW Subsidiaries taken as a whole or (ii) at least twenty percent (20%) of any class of capital stock, other equity securities or voting power of WTW, in each case other than the Acquisition.
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WTW Competing Proposal means any bona fide, written proposal or offer made by a Person or group (other than a proposal or offer by any member of the Aon Group or any of its Concert Parties or any person Acting in Concert with Aon UK or Aon Ireland pursuant to Rule 2.5 of the Takeover Rules) at any time which is structured to permit such Person or group to acquire (whether pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, scheme of arrangement, takeover offer, or exchange offer or otherwise, including any single or multi-step transaction or series of related transactions) ownership of (i) assets or businesses of the WTW Group that generate at least twenty per cent. (20 per cent.) or more of the net revenues or net income (for the 12-month period ending on the last day of WTW’s most recently completed fiscal quarter) or that represent at least twenty per cent. (20 per cent.) of the total assets (based on fair market value) of the WTW Group taken as a whole or (ii) at least twenty per cent. (20 per cent.) of any class of capital stock, other equity securities or voting power of WTW, in each case other than the Proposed Combination.
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Examples of WTW Competing Proposal in a sentence

  • WTW shall immediately cease, and cause its directors, officers and employees to cease, and shall direct and use its reasonable best efforts to cause its other Representatives to immediately cease, any and all existing discussions or negotiations with any parties (or provision of any nonpublic information to any parties) conducted heretofore with respect to any WTW Competing Proposal or potential WTW Competing Proposal.

  • WTW shall promptly (but in any event within twenty-four (24) hours) provide to Aon any material nonpublic information concerning WTW provided to any other Person in connection with any WTW Competing Proposal that was not previously provided to Aon and copies of all material written material received by WTW or any WTW Subsidiary from the person making a WTW Competing Proposal.

  • WTW shall keep Aon reasonably informed of the status and material terms (including any material amendments or proposed amendments to such material terms) of any such WTW Competing Proposal or potential WTW Competing Proposal keep Aon reasonably informed as to the nature of any material discussions, negotiations or information requested of WTW, in each case, with respect any such WTW Competing Proposal or potential WTW Competing Proposal.

  • In addition, WTW shall promptly (but in any event within twenty-four (24) hours) after the receipt thereof, provide to Aon copies of any written proposal, offer or draft agreement relating to a WTW Competing Proposal or potential WTW Competing Proposal which is received by WTW from any Person (or from any representatives, advisors or agents of such Person) making such WTW Competing Proposal or with whom discussions or negotiations would reasonably be expected to lead to a WTW Competing Proposal.

  • Aon shall promptly (but in any event within twenty-four (24) hours) provide to WTW any material nonpublic information concerning Aon provided to any other Person in connection with any Aon Competing Proposal that was not previously provided to WTW and copies of all material written material received by Aon or any Aon Subsidiary from the person making a WTW Competing Proposal.

  • Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Person making the WTW Competing Proposal, inquiry or request or with whom WTW is engaging in discussions or negotiations, and the material terms and conditions of any such proposal or offer and the nature of the information requested pursuant to such inquiry or request.

Related to WTW Competing Proposal

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

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

  • 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).

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

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

  • 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.

  • 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.

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

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

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

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

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

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

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

  • 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.

  • Competing Program has the meaning set forth in Section 8.5.

  • 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.

  • 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.

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Competitive integrated employment means work (including self-employment) that is performed on a full-time or part-time basis:

  • Competing Product means [***].

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

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

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