Potential Competing Offer definition

Potential Competing Offer means an unsolicited Alternative Proposal from a third party for all of the Shares or assets (as described in this Section 5.6.6 (under “Alternative Proposal”), which in the reasonable opinion of the Boards could reasonably be expected to qualify as or evolve into a Competing Offer as described in Section 5.6.4 (Exclusivity and (potential) competing offer).
Sample 1
Potential Competing Offer means an unsolicited, credible and written proposal to make a (public) offer for all, or substantially all, of the Corio Shares or for the whole or part of the businesses or assets and liabilities of Corio, any proposal involving the potential acquisition of a substantial interest in Corio, a legal merger or demerger involving Corio, a reverse takeover of Corio or a reorganisation or re-capitalisation of Corio or any other transaction that could result in a change of control of Corio or all, or substantially all, of the undertaking, business or assets and liabilities of the Corio Group, made by a party who, in the reasonable opinion of Corio (including the Corio Supervisory Board), is a bona fide third party and which proposal in the reasonable opinion of Corio (including the Corio Supervisory Board), having consulted its financial and legal advisors and considering, among others, level and character of consideration, certainty of execution (including certainty of financing and compliance with all antitrust and other regulatory laws), conditionality, integrity of the business and position of employees, could reasonably be expected to become a Competing Offer.
Sample 1
Potential Competing Offer has the meaning given to it in Clause 21.1. Principles has the meaning given to it in paragraph 18 of Schedule 8Part 1. Recommendation has the meaning given to it in Clause 3.1(b).
Sample 1

Examples of Potential Competing Offer in a sentence

  • Furthermore, Corio shall keep Klépierre informed of any material developments in relation to such Potential Competing Offer.

  • Part of the difficulty of using the major Grid systems (e.g. the US TeraGrid, the European Grid, the UK eScience Grid) is the burdensome procedure of obtaining a sufficiently strong certificate that is accepted by the system.However, we hope to convince the administrators of these major Grids to accept a certain class of weak certificate: the HotGrid certificates.

  • To the extent that the Potential Competing Offer is an offer for all or substantially all of the assets of the Delta Lloyd Group, the calculation shall be made on the basis of the net proceeds (excluding dividend and withholding tax) to be distributed to the Shareholders resulting from such a transaction (to be valued at the first trading day on Euronext Amsterdam following the execution of the Merger Protocol) calculated on a per Share basis.

  • Furthermore, TNT shall keep UPS informed of any material developments in relation to such Potential Competing Offer.

  • These arrangements are summarised as follows.DPA is permitted to engage in discussions with, and to provide certain information to, a bona fide third party that makes an unsolicited approach to DPA with the intention of making a Competing Offer and to investigate such approach and enter into discussions with, and provide information to, such third party, in order to determine whether such Alternative Proposal may qualify as a Potential Competing Offer.

  • This obliges the Offeror to complete the Offer at a lower acceptance level and thereby provides greater deal certainty in the interest of DPA.Competing Offer and termination feesDPA has agreed with the Offeror certain arrangements with respect to a Potential Competing Offer and termination of the Merger Protocol as extensively described in Sections 5.20 until and including 5.28 of the Offer Memorandum.

  • ICT Group is nonetheless permitted to engage in discussions with, and provide information to, a third party that makes an unsolicited approach to make an Alternative Proposal and to investigate such approach, if doing so is reasonably necessary to assess whether such Alternative Proposal could reasonably be expected to qualify or evolve into a Potential Competing Offer or Competing Offer.

  • More generally speaking, the resolve to cooperate with partners from other countries and the need to recognise and facilitate Erasmus exchanges has boosted the development everywhere in Europe of a spirit of openness, comparison and acceptance of different situations, a factor which is conducive to major changes and radically innovative initiatives, such as the Bologna declaration39 designed to introduce a European higher education area.

  • DPA shall keep the Offeror updated on the Alternative Proposal or Potential Competing Offer.

  • In this section 5.3.3 (Potential competing interest), "Alternative Proposal", "Potential Competing Offer", "(Potential) Competing Offer Notice" and "Competing Offer" are used as defined in section 5.3.4 (Definitions) of this Position Statement.


More Definitions of Potential Competing Offer

Potential Competing Offer means an Alternative Transaction that, in the reasonable opinion of the Boards, is likely to qualify as or evolve into a Competing Offer such that the Boards are of the view that in the exercise of their fiduciary duty towards the Company they should explore such proposal (except that for purposes of this definition of "Potential Competing Offer," the term "Alternative Transaction" shall have the meaning assigned to such term herein and that each reference therein to "20% or more" shall be deemed to be a reference to "more than 50%").
Sample 1

Related to Potential Competing Offer

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Serious offense means any of the following felonies or a felony attempt to commit any of the following felonies, as now existing or hereafter amended:

  • Competing Proposal shall have the meaning set forth in Section 6.5(f)(i).

  • Competing Transaction means (i) any direct or indirect acquisition by any person or entity of any securities representing a controlling equity interest in the Company or all or substantially all of its assets or (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving a change in control of the Company or any of its material subsidiaries, in either case other than the Transaction involving all of the Parties.

  • Potential Client means any person or entity to whom the Company has offered (by means of a personal meeting, telephone call, or a letter or written proposal specifically directed to the particular person or entity) to serve as investment adviser or to provide or distribute insurance products but which is not at such time an advisee, investment advisory or insurance customer, distributor or client of the Group or any person or entity for which a plan exists to make such an offer; persons or entities solicited or to be solicited solely by non-personalized form letters and blanket mailings are excluded from this definition;

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Notice-triggering Personal Information means the personal information identified in Civil Code section 1798.29 whose unauthorized access may trigger notification requirements under Civil Code section 1798.29. For purposes of this provision, identity shall include, but not be limited to, name, address, email address, identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print, a photograph or a biometric identifier. Notice-triggering Personal Information includes PI in electronic, paper or any other medium.

  • Exposed workplace means any work location, working area, or common area at work used or accessed by a COVID-19 case during the high-risk period, including bathrooms, walkways, hallways, aisles, break or eating areas, and waiting areas. The exposed workplace does not include buildings or facilities not entered by a COVID-19 case.

  • Outside Activity means any organized or business activity conducted by an Employee outside of MSIM. This includes, but is not limited to, participation on a board of directors, including that of a charitable organization, working part-time outside of MSIM, establishing a holding company for investments, investing in rental properties, or forming a limited partnership.

  • Potential Change in Control means the occurrence of any of the following events:

  • Competitive solicitation means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award of a District purchase contract.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Competitive Activity will not include (i) the mere ownership of securities in any such enterprise and the exercise of rights appurtenant thereto or (ii) participation in the management of any such enterprise other than in connection with the competitive operations of such enterprise.

  • Potential Material Event means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

  • Commercial cannabis activity means the production, cultivation,

  • Termination Warning Notice means a notice sent by the Secretary of State to the Academy Trust, stating his intention to terminate this Agreement.

  • Event Outside Our Control means any act or event beyond WRAS’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks [or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

  • serious offence means: (a) a crime or offence involving the death of a person; (b) a sex-related offence or a crime, including sexual assault (whether against an adult or child); child pornography, or an indecent act involving a child; (c) fraud, money laundering, insider dealing or any other financial offence or crime, including those under legislation relating to companies, banking, insurance or other financial services; or (d) an attempt to commit a crime or offence described in (a) to (c);

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

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

  • Most serious offense means any of the following felonies

  • Competing Permitted Bid means a Take-over Bid that:

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.