Definition of Proposed Acquisition


Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).


Proposed Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving ECOB pursuant to which the shareholders of ECOB immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by ECOB of assets representing in excess of fifty percent (50%) of the aggregate fair market value of ECOB Business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by ECOB), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of ECOB.

Proposed Acquisition means (a) any proposed acquisition that is consensual and, if required, approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Stock of any Proposed Acquisition Target by the Issuer or any Subsidiary of the Issuer or (b) any proposed merger of any Proposed Acquisition Target with or into the Issuer or any Subsidiary of the Issuer (and, in the case of a merger with the Issuer, with the Issuer being the surviving corporation).

Examples of Proposed Acquisition in a sentence

Plaintiff seeks equitable relief only to enjoin the Proposed Acquisition or, alternatively, rescind the Proposed Acquisition in the event it is consummated.
Defendants are moving quickly to consummate the Proposed Acquisition.
Because the Individual Defendants have breached their duties of due care, loyalty and good faith in connection with the Proposed Acquisition, the burden of proving the inherent or entire fairness of the Proposed Acquisition, including all aspects of its negotiation, structure, price and terms, is placed upon the Individual Defendants as a matter of law.
For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 40%.
Because the Individual Defendants are knowingly or recklessly breaching their duties of loyalty, good faith, and independence in connection with the Proposed Acquisition, the burden of proving the inherent or entire fairness of the Proposed Acquisition, including all aspects of its negotiation, structure, price, and terms, is placed upon defendants as a matter of law.



More definitions of Proposed Acquisition

Proposed Acquisition means (a) any proposed acquisition that is consensual and approved by the board of directors (or similar governing body) of any Proposed Acquisition Target, of all or substantially all of the assets or Equity Interests of such Proposed Acquisition Target by the Borrower or any of its Subsidiaries; or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any of its Subsidiaries (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).


Proposed Acquisition means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Stock of or any line of business, division, branch or other operating unit of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower (or by Holdings to the extent such assets and Stock of or any line of business, division, branch or other operating unit are transferred to the Borrower or any Subsidiary of the Borrower contemporaneously with such acquisition) or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

Proposed Acquisition means the proposed acquisition by the Company or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Company or any Subsidiary of the Company (and, in the case of a merger with the Company, with the Company being the surviving corporation).

Proposed Acquisition means the proposed acquisition after the Effective Date by the Company or any of its Restricted Subsidiaries of all or a significant part of the assets or Equity Interests of any Proposed Acquisition Target, or all or a significant part of the assets of a division, business, branch or unit of any Proposed Acquisition Target, or the proposed merger after the Effective Date of any Proposed Acquisition Target with or into the Company or any Restricted Subsidiary of the Company (and, in the case of a merger or amalgamation with any Borrower, with such Borrower being the surviving corporation).

Proposed Acquisition means (a) any proposed acquisition of all or substantially all of the assets or Stock of any Proposed Acquisition Target by any Borrower or any Subsidiary of a Borrower or by Holdings that is consensual and approved by the board of directors of such Proposed Acquisition Target or the Person that owns such Proposed Acquisition Target, or (b) any proposed merger of any Proposed Acquisition Target with or into any Borrower or Holdings or any Subsidiary of a Borrower or Holdings (and, in the case of a merger with a Borrower or Holdings, with such Borrower or Holdings being the surviving corporation).

Proposed Acquisition means the purchase of up to an aggregate of eighteen million (18,000,000) Common Shares by Purchaser (or one or more Requesting Parties) after the date hereof and prior to March 31, 2017 pursuant to one or more tender offers, open market purchases or privately negotiated purchases, provided that the purchase price per Common Share in any tender offers, open market purchases or privately negotiated purchases is not less than the closing price of the Common Shares on the Stock Exchange on the last trading day immediately preceding the announcement of such tender offer, open market purchase or privately negotiated purchase.

Proposed Acquisition means an acquisition (whether pursuant to an acquisition of Capital Stock, assets or otherwise) by the Borrower or any of its Restricted Subsidiaries from any Person of all or substantially all of the assets of a Person or a line of business of a Person.