Qualifying Offer. If the Company receives a “Qualifying Offer” (as defined in the Rights Agreement) that has not been terminated and continues to be a Qualifying Offer for the period hereinafter described and the Board has not redeemed the outstanding Rights, exempted such Qualifying Offer from the terms of the Rights Agreement or called a special meeting for stockholders to vote on whether to exempt the Qualifying Offer from the terms of the Rights Agreement within ninety (90) business days following the commencement of such Qualifying Offer, and if, within ninety (90) to one hundred twenty (120) business days following commencement of such Qualifying Offer, the Company receives a notice in compliance with the Rights Agreement from holders of record (or their duly authorized proxy) of at least ten percent (10%) of the Common Shares (excluding shares beneficially owned by the offeror and its Affiliates and Associates) requesting a special meeting of the Company’s stockholders to vote on a resolution to exempt the Qualifying Offer (the “Qualifying Offer Resolution”) from the terms of the Rights Agreement, then the Board must call and hold such a special meeting (the “Special Meeting”) by the ninetieth (90th) business day following receipt of the stockholder notice (the “Outside Meeting Date”). If prior to holding a vote on the Qualifying Offer Resolution at the Special Meeting, the Company enters into an agreement conditioned on the approval by holders of a majority of the outstanding Common Shares with respect to a share exchange, one-step merger, tender offer and back-end merger, consolidation, recapitalization, reorganization, business combination or a similar transaction involving the Company or the direct or indirect acquisition of more than fifty percent (50%) of the Companys consolidated total assets or earning power, the Outside Meeting Date may be extended by the Board of Directors so that stockholders vote on whether to exempt the qualifying offer at the same time as they vote on such agreement. If the Board does not hold the Special Meeting by the Outside Meeting Date to vote on the exemption of the Qualifying Offer, the Qualifying Offer will be deemed exempt from the Rights Agreement ten (10) business days after the Outside Meeting Date. If the Board does hold a Special Meeting and stockholders vote at such meeting in favor of exempting the Qualifying Offer from the terms of the Rights Agreement, the Qualifying Offer will be deemed exempt from the Rights Agreemen...
Qualifying Offer. The term "Qualifying Offer" shall mean a written ---------------- offer of employment to Executive which: (i) shall be for a period of not less than five years from the Scheduled Termination Date, (ii) shall include the types of compensation contained in this Agreement, (iii) shall constitute a reasonable offer taking into account Executive's compensation set forth in this Agreement; (iv) the Company's financial and operating performance during the term of this Agreement; (v) any other then-current circumstances relevant to the determination of Executive's compensation by Company for the period specified in (i); (vi) shall not contain any terms or provisions which reduce Executive's title or duties as stated herein, and (vii) shall state that it is irrevocable for 30 days from the date of delivery thereof.
Qualifying Offer. (i) In the event (A) the Company receives a Qualifying Offer, (B) a sufficient number of shares of Common Stock have been tendered into the Qualifying Offer and not withdrawn to meet the Minimum Tender Condition and (C) the Board has not redeemed the outstanding Rights or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualifying Offer from this Agreement, in each case, by the Close of Business on the date that is 90 days following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a) of the Exchange Act Regulations (the “Board Evaluation Period”), the holders of record (or their duly authorized proxy) of at least 25% or more of shares of Common Stock then outstanding (excluding shares of Common Stock that are Beneficially Owned by the Person making the Qualifying Offer and such Person’s Related Persons) (the “Requisite Percentage”) may submit to the Board, no later than 60 days following the end of the Board Evaluation Period, a written demand complying with the terms of this Section 23.3 (the “Special Meeting Demand”) directing the Board to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”). Any Special Meeting Demand must be (1) delivered to the Secretary at the principal executive offices of the Company and (2) signed by the demanding stockholders (the “Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders.
Qualifying Offer. Each Subject Employee who accepts Acquiror’s (or Acquiror Management’s) offer of employment and commences employment with an Acquiror Entity on or after the Closing Date (including any Executive/Sales Employee and any Operational Support Employee who receives and accepts an offer of employment pursuant to Section 5.18(b) or Section 5.18(c) below) shall be referred to herein as a “Transferred Employee.” Acquiror and the Contributor Parties intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Transferred Employee for purposes of any Contributor Employee Benefit Plan and that the Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing, and Acquiror and the Contributor Parties shall use reasonable efforts to ensure the same. For the avoidance of doubt, the prior sentence in no way obligates Acquiror or any of its Affiliates to employ any Transferred Employee for any length of service.
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Qualifying Offer. The Rights will not be exercisable if a person or group were to acquire 15% or more of the Voting Shares pursuant to a "Qualifying Offer." A "Qualifying Offer" is defined as an all cash tender offer for all outstanding voting shares of the Company which meets the requirements specified in the Agreement, including:
Qualifying Offer. Section 23 of the Current Agreement is hereby amended to insert a new Section 23(d), as follows:
Qualifying Offer. 11(a)(ii)(A) Close of Business................................1(f) Record Date.....................................
Qualifying Offer. If a Qualifying Offer is received or procured by the Purchaser at any time after the second anniversary of the date of this agreement, the provisions of this clause 16.1 shall apply. For the purpose of this clause 16.1
Qualifying Offer. (i) If the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying Offer from the terms of this Agreement or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualifying Offer from the terms of this Agreement, in each case, by the Close of Business on the date that is ninety (90) days following the commencement of such Qualifying Offer (within the meaning of Rule 14d-2(a) under the Exchange Act) (the “Board Evaluation Period”), then the holders of record (or their duly authorized proxy) of 25% or more of the shares of Common Stock then outstanding (excluding shares of Common Stock beneficially owned by the Person making the Qualifying Offer or by such Person’s Affiliates or Associates) (the “Requisite Percentage”) may submit to the Board of Directors, not earlier than ninety (90) days and not later than one hundred and twenty (120) days following the commencement of such Qualifying Offer (within the meaning of Rule 14d-2(a) under the Exchange Act), a written demand complying with the terms of this Section 23(e) (the “Special Meeting Demand”) directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”).
