Other Proposed Sellers definition

Other Proposed Sellers shall have the meaning assigned to it in Section 4.2(b).
Sample 1Sample 2Sample 3
Other Proposed Sellers has the meaning set forth in Section 5.2(b).
Sample 1Sample 2Sample 3
Other Proposed Sellers shall have the meaning set forth in Section 3.2(b).
Sample 1Sample 2Sample 3

More Definitions of Other Proposed Sellers

Other Proposed Sellers has the meaning set forth in Section 3.2(b).
Sample 1Sample 2
Other Proposed Sellers has the meaning set forth in Section 9.01(b).
Sample 1Sample 2
Other Proposed Sellers shall have the meaning set forth in Section 6.2(b).
Sample 1
Other Proposed Sellers is defined in Section 2.3(b).
Sample 1
Other Proposed Sellers has the meaning set forth in Section 1(b)(ii).
Sample 1

Related to Other Proposed Sellers

  • Proposed Transaction is defined in Section 6.2(a).

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Proposed Transfer Notice means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.

  • Alternative Transaction Proposal means any offer, inquiry or proposal, written or oral (whether binding or non-binding and other than an offer, inquiry or proposal by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

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

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

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

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Buy-Sell Notice shall have the meaning set forth in Section 12.1(a).

  • Proposed decision means the presiding officer’s recommended findings of fact, conclusions of law, decision, and order in a contested case in which the administrator did not preside.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.