Matching Proposal definition

Matching Proposal means an Acquisition Proposal made by the Investor or any of its Affiliates to the Company in response to a Triggering Proposal that the Board determines, in good faith after receiving advice from outside legal counsel, and after taking into account all of the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal, that such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction that is no less favourable to the Company (including to the holders of Shares) than the Triggering Proposal;

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Matching Proposal means an Investor Proposal, that the Board of Directors of the Company or any committee thereof has in writing determined in its good faith judgment (i) is reasonably likely to be consummated in all material respects in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Investors making the proposal, and (ii) if consummated, would result in a transaction at least as favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by any Acquisition Proposal.

Matching Proposal has the meaning set forth in Section 5.03(b).

Examples of Matching Proposal in a sentence

Williams shall have no less than five (5) business days after ▇▇▇▇▇▇▇ ▇f such notice from iBEAM of the terms of a Proposal in which to deliver to iBEAM notice that it intends to submit a written proposal or a written Matching Proposal, in which case iBEAM shall either (a) agree to the Matching Proposal within five (5) business days after receipt thereof, or (b) decline the Matching Proposal, in which case iBEAM shall not accept the Proposal either.
Company shall not be permitted to enter into any such Alternative Definitive Agreement or terminate this Agreement pursuant to Section 8.1(f) if a Matching Proposal is made during such five (5) business day period (it being understood that any amendment or modification to the terms of an Alternative Proposal in response to a Matching Proposal shall require the delivery of a new notice to Parent and a new five (5) business day matching period).
If Williams does not deliver a written Matching Proposal to iBEAM ▇▇▇▇▇▇ ▇uch time period, iBEAM shall have the right to purchase the service from the third party pursuant to the Proposal free and clear of any obligation to Williams under this RLR.
If the Investor does not deliver a Matching Proposal to the Company within the Matching Period or Cure Period, then the Company shall be entitled for a period of ten days after the expiry of the applicable Matching Period and Cure Period to enter into a definitive agreement in respect of the Triggering Proposal.
In the event that Buyer makes a binding Matching Proposal to Sellers, Sellers shall negotiate in good faith with Buyer to amend this Agreement to reflect such Matching Proposal.
Pursuant to Section 5.03 of the United Purchase Agreement, Seller has delivered to Alstyle Operations, LLC Buyer’s Competing Proposal (as defined therein) and Alstyle Operations, LLC has not delivered to Seller a Matching Proposal (as defined therein) within five Business Days of its receipt thereof.
The Company shall enter into an agreement with the Purchaser and/or the Parent implementing the Matching Proposal as soon as reasonably practicable after the Company's receipt from the Purchaser or Parent of such Matching Proposal.
If the Agreement is not amended and executed and delivered by Sellers and Buyer within five (5) Business Days of the date on which Buyer gave notice of the Matching Proposal, then Sellers may reject such Matching Proposal and proceed with the negotiation and consummation of the Superior Proposal.
In the event that LB provides CollPlant with a Matching Proposal within said period, CollPlant will be obligated to accept any Matching Proposal, and the Parties shall promptly (and in any event no later than forty-five (45) days following delivery of CollPlant’s Notice with respect to such Offer) enter into a definitive agreement on the terms set forth in the Matching Proposal.
In the event that iBEAM receives a bona fide proposal from a third party (a "Proposal") to provide a service to iBEAM that is the same as or substantially similar to a Service, iBEAM shall offer Williams the opportunity to make a proposal to iBEAM to provide ▇▇▇▇ ▇▇rvice on the same terms as those contained in the Proposal (a "Matching Proposal").

More Definitions of Matching Proposal

Matching Proposal means a proposal by Buyer, if any, made after receipt by Buyer of the notice required by Section 5.08(e)(iii), the terms of which are at least as favorable to the stockholders of the Company as the terms of the Superior Proposal identified in such notice.

Matching Proposal means a proposal that is provided by the Optionholder to the Board pursuant to clause 10.6(a)(5) of the Implementation Deed and which the Board determines in good faith is more favourable to the Company’s shareholders than the Competing Transaction. Option Fee means A$10.00.

Matching Proposal shall have the meaning ascribed to such term in Schedule 4.1.

Matching Proposal has the meaning specified therefor in Section 6.2(a)(i) of this Agreement.