Approved Tender Offer definition

Approved Tender Offer means a tender offer or business combination relating to a majority of the issued and outstanding shares of the Company’s Common Stock that has been approved by the Company Board following the Restricted Period; “Restricted Period Approved Tender Offer” shall mean a tender offer or business combination relating to the issued and outstanding shares of the Company’s Common Stock that has been approved by the Company Board during the Restricted Period; “Subsequent Offering” shall mean any post-closing subsequent offering period of a completed tender offer for at least a majority of the issued and outstanding shares of the Company’s Common Stock by any third party so long as a majority of the issued and outstanding shares of the Company Common Stock have been previously tendered to such third party and are not subject to withdrawal; and “Restricted Period” shall mean the period beginning on the date hereof and ending the date that is the earlier of (a) the third anniversary of the date hereof or (b) the termination of the Agreement pursuant to Section 8.1. For the avoidance of doubt, Transfers of Shares by the Investor (x) pursuant to an Approved Tender Offer, a Restricted Period Approved Tender Offer or a Subsequent Offering or following a Change of Control shall not be subject to the limitations or the Company’s rights set forth in Section 4.2, Section 4.3, Section 4.4, Section 4.5 or Section 4.6 and (y) pursuant to a Regulatory Transfer shall not be subject to the limitations or the Company’s rights set forth in Section 4.5 or Section 4.6.
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Approved Tender Offer means a tender offer or Business Combination relating to outstanding shares of Company Common Stock that has been approved or recommended by the Company Board; and “Subsequent Offering” shall mean any subsequent offering period of a completed tender offer for at least a majority of the outstanding shares of Company Common Stock by any third party so long as a majority of the outstanding shares of Company Common Stock have been previously tendered to such third party and are not subject to withdrawal. For the avoidance of doubt, Japan Post shall have the right to pledge its beneficial interest in J&A Alliance Trust to a controlled Affiliate in connection with any financing related to the purchase of Company Common Stock, subject to any applicable regulatory requirements and such pledgee agreeing to be fully bound by all of the terms and conditions of this Agreement and the Trust Agreement in the event that such pledgee forecloses on its lien on such beneficial interest in J&A Alliance Trust.
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Approved Tender Offer means a tender offer or business combination relating to the issued and outstanding shares of the Company’s Common Stock that has been approved by the Company Board following the Restricted Period; “Restricted Period Approved Tender Offer” shall mean a tender offer or business combination relating to a majority of the issued and outstanding shares of the Company’s Common Stock that has been approved by the Company Board during the Restricted Period; “Subsequent Offering” shall mean any post-closing subsequent offering period of a completed tender offer for at least a majority of the issued and outstanding shares of the Company’s Common Stock by any third party so long as a majority of the issued and outstanding shares of the Company Common Stock have been previously tendered to such third party and are not subject to withdrawal; and “Restricted Period” shall mean the period beginning on the date on which the Investor first acquires, through open market purchases or purchases pursuant to the Option Agreement or both, Beneficial Ownership of any shares of the Company Common Stock and ending the date that is the earlier of (a) the third anniversary of the Effective Time or (b) the termination of the Agreement pursuant to Section 8.1. For the avoidance of doubt, Transfers of Shares by the Investor (x) pursuant to an Approved Tender Offer, a Restricted Period Approved Tender Offer or a Subsequent Offering or following a Change of Control shall not be subject to the limitations or the Company’s rights set forth in Section 4.2, Section 4.3, Section 4.4, Section 4.5 or Section 4.6 and (y) pursuant to a Regulatory Transfer shall not be subject to the limitations or the Company’s rights set forth in Section 4.5 or Section 4.6.
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More Definitions of Approved Tender Offer

Approved Tender Offer means a tender offer or Business Combination relating to outstanding shares of Company Common Stock that has been approved or recommended by the Company Board; and “Subsequent Offering” means any subsequent offering period of a completed tender offer for at least a majority of the outstanding shares of Company Common Stock by any third party so long as a majority of the outstanding shares of Company Common Stock have been previously tendered to such third party and are not subject to withdrawal.
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Related to Approved Tender Offer

  • Approved tenderer means the tenderer who is approved by the Employer.

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, a subsequent Liquidity Provider Ratings Event, following restoration of the short-term debt ratings to the requisite level, shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the VRDP Fee Agreement by seven Business Days prior to the beginning of the month to which such payment relates if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Purchase Agreement by the fifteenth day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with this Statement; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the VRDP Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Request for Tender (RFT means the document(s) containing or referring to the Conditions of Tendering and Contract, the Annexure, Special Conditions of Contract (if any), Northern Territory Procurement Code, Scope of Services, Response Schedules, Drawings or Diagrams (if any) and any other document issued for the purposes of inviting tenders for the Services.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Mandatory Tender with respect to a Mandatory Tender Event, means the mandatory tender of all VRDP Shares by Holders for Remarketing, or, in the event (i) no Remarketing occurs on or before the Purchase Date or (ii) pursuant to an attempted Remarketing, VRDP Shares remain unsold and the Remarketing Agent does not purchase for its own account the unsold VRDP Shares tendered to the Tender and Paying Agent for Remarketing (provided, that the Remarketing Agent may seek to sell such VRDP Shares in a subsequent Remarketing prior to the Purchase Date), for purchase by the Liquidity Provider at the Purchase Price pursuant to Section 2 of Part II of the Articles Supplementary and the VRDP Shares Purchase Agreement.

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Alternative Restructuring 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 the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Bid/Tender means the Techno Commercial and the Price Bid submitted by the Bidder along with all documents/credentials/attachments, formats, etc., in response to this Bid Document, in accordance with the terms and conditions hereof.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Successful Bidder” or “Successful E-Auction Process Participant means, the Qualified Bidder whose bid is approved and who is declared successful by the Liquidator at the end of the determined auction phase.C. INTRODUCTION

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

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

  • Approved Third-Party Appraiser means each of (a) Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Inc., (b) Lincoln International LLC (formerly known as Lincoln Partners LLC), (c) Duff & Xxxxxx Corporation, (d) Valuation Research Corporation, and (e) any other third party appraiser selected by the Borrower in its reasonable discretion.

  • Mandatory Tender Date means any date on which a Multi-Modal Bond is subject to mandatory tender in accordance with the Certificate.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • ECB Recommended Rate Index Cessation Event means the occurrence of one or more of the following events:

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Non-Approval Event means, in respect of the Benchmark:

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Request for Tender (RFT) means the document issued by the City to solicit submissions to provide goods, services or construction for the City.