Competing Proposed Transaction definition

Competing Proposed Transaction has the meaning set forth in Section 5.9(a).

Competing Proposed Transaction shall have the meaning set forth in Section 5.2.

Competing Proposed Transaction has the meaning set forth in Section 2.42.

Examples of Competing Proposed Transaction in a sentence

• If, at any time after the commencement of Agreement Year 63 and before the end of the period from the expiration of the Renewal Term until ten (10) years thereafter (the "Shadow Period"), an Offering Party contemplates a Competing Proposed Transaction which would cause the IID to have total transfers or the Authority to have total acquisitions in excess of the applicable Safe- Harbor Quantity, then with respect to that Competing Proposed Transaction, the Responding Party has a right of first refusal.

• The notice must include a copy of the contract or firm offer, such other additional information as is necessary to confirm that the Competing Proposed Transaction satisfies the Eligibility Criteria, other than as to contractual contingencies, and a per AF valuation of the Competing Proposed Transaction and the Responding Party's Last Best Offer.

• As to price, if the Authority is the Responding Party, then the price that the Authority must pay will be ten percent (10%) less than the price specified in the Competing Proposed Transaction.

• If the IID is the Responding Party, then the price that the Authority must pay will be ten percent (10%) more than the price specified in the Competing Proposed Transaction.

• The Responding Party may exercise its right of first refusal by giving notice of such exercise within ninety (90) days after the Offering Party gives notice of the Competing Proposed Transaction.

More Definitions of Competing Proposed Transaction

Competing Proposed Transaction has the meaning set forth in Section 5.7. “Compliance Review” means any program review, audit, investigation, subpoena seeking information concerning the University's compliance with any Educational Laws, guaranty agency review or other compliance-related review of the University conducted by the DOE, any other Educational Agency or any federal or state Government Body.

Competing Proposed Transaction has the meaning ascribed to it in Section 4.2. “Confidentiality Agreements” has the meaning ascribed to it in Section 5.4

Competing Proposed Transaction has the meaning set forth in Section 4.2. "Confidentiality Provisions" has the meaning set forth in Section 5.4. "Contract" means any legally binding agreement, lease, evidence of Indebtedness, mortgage, indenture, security agreement or other contract or business arrangement (whether written or oral). "Controlled Group" has the meaning set forth under the term "Plan" in this Section 10.1. "Delaware Certificate of Merger" has the meaning set forth in Section 1.2. "Delaware Law" means the Delaware General Corporation Law and all amendments and additions thereto. "Disclosure Schedules" means the USSC Disclosure Schedule and the IMNT Disclosure Schedule. "Dissenting Shares" has the meaning set forth in Section 1.10(a). "DOL" means the United States Department of Labor. "Effective Time" has the meaning set forth Section 1.2. "Employment Agreement" has the meaning set forth in Section 2.14(a). "Encumbrance" has the meaning set forth in Section 3.4. "Environment" means air, surface water, ground water or land, including land surface or subsurface, and any receptor, such as persons, wildlife, fish, biota or other natural resources. "Environmental Clean-up Site" means any location that is listed or proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System, or on any similar state list of sites relating to investigation or cleanup, or that is the subject of any pending or threatened action, suit, proceeding or investigation, formal or informal, related to or arising from any location at which there has been a Release or threatened or suspected Release of a Hazardous Material. "Environmental Law" means any federal, state, local or foreign environmental, health and safety or other Law relating to Hazardous Materials, including the Comprehensive, Environmental Response Compensation and Liability Act, the Clean Air Act, the Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Federal Insecticide, Fungicide and Rodenticide Act and the California Safe Drinking Water and Toxic Enforcement Act. "Environmental Permit" means any permit, license, approval, consent or authorization required under or in connection with any Environmental Law and includes any and all orders, consent orders or binding agreements issued by or entered into with a Governmental or Regulatory Authority. "Equity Equivalents" means securities (including Options to purchase shares of USSC Common Stock) tha...

Competing Proposed Transaction has the meaning ascribed to it in Section 4.2. “Confidentiality Agreements” has the meaning ascribed to it in Section 5.4. “Contract” means any material contract, agreement or other business arrangement (whether oral or written) including but not limited to:

Competing Proposed Transaction means the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Everest Plus Business or the Purchased Assets or any investment in or liquidation, dissolution or recapitalization of any Seller or any Subsidiary of any Seller. On the Agreement Date, the Sellers, their Affiliates and their Representatives shall immediately cease and shall cause to be terminated all such existing discussions or negotiations with any parties (other than Purchaser or its Affiliates) conducted heretofore. Through the earlier of the Closing Date or termination of this Agreement, the Sellers shall promptly (and in any event within three (3) Business Days after receipt thereof by the Sellers or their Representatives) advise Purchaser orally and in writing of any Competing Proposed Transaction, any request for information with respect to any Competing Proposed Transaction, or any inquiry or contact with any Person with respect to or which would reasonably be expected to result in a Competing Proposed Transaction, including the identity of the proposing Person and the terms thereof; provided that this provision shall not in any way be deemed to limit the obligations of the Sellers and their Representatives set forth in the first sentence of this paragraph.

Competing Proposed Transaction has the meaning ascribed to it in Section 4.3.

Competing Proposed Transaction shall have the meaning specified in SECTION 5.08.