Favorable Third Party Proposal definition

Favorable Third Party Proposal has the meaning set forth in Section 5.09(a).
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Favorable Third Party Proposal means a written proposal from a credible third party relating to any direct or indirect acquisition or purchase of 50% or more of the assets of the Company and its subsidiaries, taken as a whole, or 50% or more of any class or series of equity securities of the Company or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the combined voting power of Company Common Shares, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries in which the other party thereto or its shareholders will own 50% or more of the combined voting power of the parent entity resulting from any such transaction, and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of the Company Financial Advisor or another financial advisor of nationally recognized reputation and considering any modifications to this Agreement proposed by Parent), taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Board of Directors of the Company, to be at a higher price or financial value per Company Common Share, than the Merger (taking into account any amendments to this Agreement proposed by Parent in response to the receipt by Parent of the proposal) to the Company's shareholders.
Sample 1
Favorable Third Party Proposal means a written proposal from a credible third party regarding the acquisition of substantially all the capital stock of the Company, a merger, consolidation or other business combination with the Company or a sale of substantially all the assets of the Company, which proposal (i) is not subject to any financing or regulatory uncertainty greater than the financing and regulatory uncertainties to which the transaction contemplated by this Agreement is subject, (ii) is, in the written opinion of a nationally recognized investment bank, more favorable to the Company's shareholders from a financial point of view than the transactions contemplated hereby, and (iii) was not solicited by or on behalf of the Company in violation of this Section 5.09.
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Examples of Favorable Third Party Proposal in a sentence

  • However, the amendments to the Confidentiality Agreement do not act in any way or manner to prohibit or limit Dick’s or its affiliates from responding to any Takeover Proposal or from making an offer to Gxxxxx’x Board of Directors to improve the terms and conditions of the Offer and/or the Merger Agreement in response to the Company’s provision of notice of approval or recommendation of a Favorable Third Party Proposal.


More Definitions of Favorable Third Party Proposal

Favorable Third Party Proposal means a written proposal from a credible, bona fide third party relating to any direct or indirect acquisition or purchase of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, or 50% or more of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the combined voting power of the Company’s voting equity securities, or any merger, consolidation, business combination, share exchange, recapitalization, liquidation, dissolution or similar transaction involving the Company or combined voting power of the Company, and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment, taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Board of Directors of the Company, to be more favorable to the shareholders of the Company than the transactions contemplated by this Agreement (taking into account any amendments to this Agreement proposed by the Buyer in response to the receipt by the Buyer of information about the proposal).
Sample 1
Favorable Third Party Proposal means a written proposal from a credible, bona fide third party relating to any direct or indirect acquisition or purchase of 50% or more of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the combined voting power of the Company’s voting equity securities, or any merger, consolidation, business combination, share exchange, recapitalization, liquidation, dissolution or similar transaction involving the Company or combined voting power of the Company, and otherwise on terms which the Company Directors determine in their good faith judgment, taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Company Directors, to be more favorable to the stockholders of the Company than the Transaction (taking into account any changes to the terms and conditions regarding the Transaction and amendments to this Agreement proposed by Sycamore or Sweet Spot in response to the receipt by Sycamore and Sweet Spot of information about that Favorable Third Party Proposal).
Sample 1
Favorable Third Party Proposal means a written proposal from a credible third party relating to any direct or indirect acquisition or purchase of 50% or more of the assets of Gxxxxx’x and its subsidiaries, taken as a whole, or 50% or more of any class or series of equity securities of Gxxxxx’x or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the combined voting power of Company Common Shares, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Gxxxxx’x or any of its subsidiaries in which the other party thereto or its shareholders will own 50% or more of the combined voting power of the Dick’s entity resulting from any such transaction, and otherwise on terms which the Board of Directors of Gxxxxx’x determines in its good faith judgment (based on the advice of Gxxxxx’x Financial Advisor or another financial advisor of nationally recognized reputation and considering any modifications to the Merger Agreement proposed by Dick’s), taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Board of Directors of Gxxxxx’x, to be at a higher price or financial value per Company Common Share, than the Merger (taking into account any amendments to the Merger Agreement proposed by Dick’s in response to the receipt by Dick’s of the proposal) to Gxxxxx’x shareholders. Nothing in the Merger Agreement prohibits Gxxxxx’x from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or 14e-2 promulgated under the Exchange Act or from making any disclosure to Gxxxxx’x shareholders if the Board of Directors determines in good faith by a majority vote, based on the advice of its outside legal counsel, that there is a reasonable basis for its determination that such action is required for it to comply with fiduciary duties or applicable law.
Sample 1
Favorable Third Party Proposal means a written proposal from a credible third party regarding the acquisition of substantially all the capital stock of the Company, a merger, consolidation or other business combination with the Company or a sale of substantially all the assets of the Company, which proposal (i) is not subject to any material financing or regulatory uncertainty, (ii) is, in the written opinion of a nationally recognized investment bank or Parker/Hunter, Inc., more favorable to the Company or the Company'x xxxxtituents from a financial point of view than the transactions contemplated hereby and (iii) was not solicited by or on behalf of the Company in violation of this Section 5.09.
Sample 1

Related to Favorable Third Party Proposal

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

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

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

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • 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.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Unlicensed person means any person who is not a licensed dealer under this chapter.

  • Third Party Funds means any accounts or funds, or any portion thereof, received by the Issuer or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Issuer or one or more of its Subsidiaries to collect and remit those funds to such third parties.

  • Proposal means the Technical Proposal and the Financial Proposal.