Alternative Transaction Proposal definition

Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

Alternative Transaction Proposal. The meaning given to such term in Section 8.13(c).

Alternative Transaction Proposal means any offer or proposal relating to an Alternative Transaction;

Examples of Alternative Transaction Proposal in a sentence

• Purchaser shall respond to the Alternative Transaction Proposal within a reasonable amount time (taking into account the auction process).

• In the event that Purchaser accepts the Alternative Transaction Proposal, the parties shall promptly amend and restate the Sale Agreements and Future Spread Agreements accordingly.

• The Company’s notice shall include a written summary of the material terms and conditions of such Alternative Transaction Proposal, inquiry or request (including, in the case of any written Alternative Transaction Proposal, inquiry or request, a true, correct and complete copy thereof, including copies of any written proposed agreements) and the identity of the Person or group of Persons making such Alternative Transaction Proposal, inquiry or request.

• The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Grant Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

• Each of the Stockholders will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including any such activities, discussions or negotiations conducted by Affiliates or representatives of the Company or the Company Subsidiaries) with respect to consideration of any Alternative Transaction Proposal.

More Definitions of Alternative Transaction Proposal

Alternative Transaction Proposal means any proposal or offer made by any Person (other than Parent, Merger Sub or any Affiliate thereof) to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (A) beneficial ownership (as defined under section 13(d) of the Exchange Act) of twenty percent (20%) or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction or (B) any one or more assets or businesses of the Company and its Subsidiaries that constitute twenty percent (20%) or more of the revenues or assets of the Company and its Subsidiaries, taken as a whole.

Alternative Transaction Proposal has the meaning set forth in Section 6.02(f)(ii).

Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest (whether binding or non-binding) to the Company or its stockholders relating to an Alternative Transaction; and

Alternative Transaction Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or a Claim against or Equity Interest in any one or more Company Parties that is an alternative to one or more of the Recapitalization Transactions.

Alternative Transaction Proposal means any bona fide written inquiry, proposal or offer from any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than Buyer or any of its subsidiaries) relating to: (i) any merger, joint venture, consolidation, share exchange, business combination, sale of assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving any member of the Company Group; (ii) any direct or indirect exchange, lease, license, acquisition or purchase, in a single transaction or a series of related transactions, including by means of the acquisition of equity interests of any member of the Company Group or of assets or properties that constitute twenty percent (20%) or more of the net revenues, net income, or consolidated assets of the Company Group based on fair market value as determined by the Seller Guarantor Board, or twenty percent (20%) or more of the outstanding equity interests, directly or indirectly, of Seller; (iii) issuance of equity securities in any member of the Company Group; or (iv) any tender offer or exchange offer in which any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) offers to acquire beneficial ownership (as defined in Rule 13d-3(a) of the Exchange Act), or the right to acquire beneficial ownership, of twenty percent (20%) or more of the outstanding common stock of Seller Guarantor.

Alternative Transaction Proposal means any indication of interest, inquiry, proposal, agreement or offer, whether or not in writing, from any Person (other than the Purchaser or its Affiliates) or “group,” within the meaning of Section 13(d) of the Exchange Act, relating to any transaction or series of transactions that (i) would be prohibited, or would require the consent of the holder of the Note, under the terms of the Note had the Note been issued and outstanding on the date hereof, (ii) would, or would reasonably be expected to, prevent, materially impair or materially delay the consummation of the Transactions, or (iii) would, or would reasonably be expected to, cause a condition to the Closing set forth in Section 2.02(c), Section 2.02(d) or Section 2.02(e) to not be satisfied prior to the Termination Date; provided that, for the avoidance of doubt, the issuance of the Additional Notes or any debt securities which are convertible by their terms into the Additional Notes at the Closing in compliance with this Agreement (and actions ancillary thereto) shall not constitute an Alternative Transaction Proposal.

Alternative Transaction Proposal has the meaning set forth in Section 4.9(a).