Alternative Proposal definition

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

Alternative Proposal means any proposal with respect to any purchase of all or substantially all of the assets used in the Business, whether by merger, consolidation, acquisition of equity securities or assets, or otherwise (other than any transaction with Buyer or its Affiliates); provided, however, that, for the avoidance of doubt, any Seller Acquisition Proposal and any proposal or offer relating exclusively to assets and properties of Seller and/or its Affiliates not being sold pursuant to this Agreement shall in no event be deemed to be an Alternative Proposal.

Alternative Proposal means any plan of reorganization or liquidation, proposal, offer, transaction, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of material assets or equity interests or restructuring (other than the Restructuring) involving the Company and its controlled subsidiaries.

Examples of Alternative Proposal in a sentence

• In addition, except as required by Law or applicable stock exchange rules, the Company agrees that no member of the Company Group or its Representatives shall issue any press release or make any other public disclosure concerning a potential Alternative Proposal, Alternative Transaction or any other transaction that could reasonably be expected to result in a change of control of the Company without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

• Non-Blackstone Alternative Proposal means any Alternative Proposal under which a person other than Blackstone or a Blackstone Affiliate (including where Blackstone or a Blackstone Affiliate is part of a consortium, partnership, limited partnership, syndicate, trust or other joint bidding arrangement) acquires all of the IOF Securities on issue for consideration of less than $5.60 per IOF Security.

• Alternative Proposal has the meaning given to that expression in SectionD6.15 (Alternative Proposals).

More Definitions of Alternative Proposal

Alternative Proposal has the meaning set forth in Section 5.3(g).

Alternative Proposal has the meaning set forth in Section 7.9.

Alternative Proposal shall have the meaning ascribed thereto in Section 6.2.

Alternative Proposal has the meaning given in Section 4.1(b);

Alternative Proposal means, with respect to a Person, any binding or non- binding agreement, expression of interest, inquiry, offer, proposal, plan, understanding or arrangement contemplating: (i) a merger, consolidation, acquisition, joint venture or other business combination involving such Person or any of its Subsidiaries; (ii) the sale, lease or other disposition, directly or indirectly, by merger, consolidation, sale of equity securities, share or interest exchange or otherwise, of all or a significant portion of the equity interests or Control of such Person or any of its Subsidiaries; (iii) the sale, license or other disposition by such Person or any of its subsidiaries (including by way of merger, consolidation, share or interest exchange or any similar transaction) or issuance of securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing any equity interests of such Person or any of its Subsidiaries; (iv) the recapitalization, reorganization, restructuring, liquidation or dissolution of such Person or any of its Subsidiaries; (v) the sale, leasing, licensing or other disposition of any significant portion of the assets or property of such Person or any of its Subsidiaries or any assets or property of such Person or any of its Subsidiaries outside the ordinary course of business, consistent with past practices; or (vi) any other transaction or series of transactions that could reasonably be expected to interfere with the consummation of the Transactions, in each case other than this Agreement and the other Transaction Documents.

Alternative Proposal means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of the Company and its subsidiaries, taken as a whole, or 20% or more of any class of equity securities of the Company, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by this Agreement.

Alternative Proposal means any plan of reorganization or liquidation, proposal, offer, transaction, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of material assets or equity interests or restructuring (other than the Restructuring) involving CEC or the Company and its controlled subsidiaries.