Minimum Tender Condition definition

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

Minimum Tender Condition has the meaning set forth in Section 2.18(b).

Minimum Tender Condition has the meaning set forth in Annex I.

Examples of Minimum Tender Condition in a sentence

• Purchaser shall not purchase the Shares pursuant to the Offer unless Purchaser purchases pursuant to the Offer that number of shares of Common Stock such that the Minimum Tender Condition (as defined in the Merger Agreement) is satisfied.

• In a published release, the SEC has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Tender Condition is a material change in the terms of an offer.

• The Offer Conditions are for the sole benefit of Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Sub only with the prior written consent of the Company.

• The Offer is subject to the satisfaction of the Minimum Tender Condition (as defined in the Offer to Purchase) and the other conditions described in the Offer to Purchase.

• Fourth, if a higher bid emerged, the Company’s stockholders presumably would not tender their shares and the Board would not waive the provision restricting 3M’s ability to waive the Minimum Tender Condition.

More Definitions of Minimum Tender Condition

Minimum Tender Condition has the meaning set forth in Exhibit A.

Minimum Tender Condition has the meaning set out in item (a) of Schedule A;

Minimum Tender Condition has the meaning given in paragraph (a) of Schedule B;

Minimum Tender Condition as defined in Section 2.26.

Minimum Tender Condition shall have the meaning ascribed to such term in Annex B.

Minimum Tender Condition shall have the meaning set forth in Section 1(ww) hereof.

Minimum Tender Condition has the meaning specified in Section 2.15(b) “Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Multiemployer Plan” means any employee benefit plan covered by Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “Net Cash Proceeds” means: (a) with respect to the Disposition of any asset by any Restricted Company or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of such Restricted Company) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Indebtedness that is secured by Liens ranking junior to or pari passu with the Liens securing any Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by such Restricted Company in connection with such Disposition or Casualty Event, (C) Taxes paid or reasonably estimated to be payable by such Restricted Company or any of the direct or indirect owners thereof (including, without limitation, any amounts permitted to be distributed in respect of Taxes pursuant to Section 7.06(j) and attributable to such Disposition or Casualty Event (including, in respect of any proceeds received or deemed received by any Non-U.S. Subsidiary or Subsidiary thereof in connection with a Disposition or Casualty Event, deductions in respect of withholding Taxes that are or would be payable in cash if such funds were repatriated to the United States)), (D) payments required to be made to holders of minority interests in Res...