Qualified Acquisition Proposal has the meaning assigned to such term in Section 5.2.
Qualified Acquisition Proposal means a written Acquisition Proposal to acquire all of the outstanding Company Common Stock and specifying a valuation that if entered into would be on terms that the Board of Directors determines in good faith to be more favorable to the Company's Stockholders than of the Merger.
Qualified Acquisition Proposal means any Acquisition Proposal received by the Sellers which involves, at a minimum, 90% in value of the Sellers' interest in the Sylvan Target Assets, that includes financing terms at least as favorable to Sylvan as that proposed by Purchaser and the consideration for which contains (i) at least as much cash as that proposed by Purchaser, including in such calculation as cash the Debenture Value of the Convertible Debentures offered as consideration by Purchaser and (ii) seller notes having an aggregate face amount no greater than those to be provided by Purchaser; PROVIDED, HOWEVER, that the foregoing clauses (i) and (ii) shall not apply to an offer to purchase all or substantially all of the stock or assets of Sylvan.
Examples of Qualified Acquisition Proposal in a sentence
Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company or any of its Subsidiaries receives a Qualified Acquisition Proposal, then the Stockholders may engage in negotiations and discussions with the Special Committee of the Board of Directors of the Company with respect to such Qualified Acquisition Proposal.
More Definitions of Qualified Acquisition Proposal
Qualified Acquisition Proposal means a bona fide, unsolicited, written Acquisition Proposal at a price per Company Share and on terms and conditions that the Board of Directors of the Company (after consultation with the Financial Advisor or another independent financial advisor of national reputation) determines to be superior to the Merger and to be in the best interests of the Company and its stockholders including, as part of the Board of Director's determination, that as to any cash consideration to be paid pursuant to the Qualified Acquisition Proposal, the Third Party making the Qualified Acquisition Proposal has all requisite funds on hand or is reasonably capable of obtaining any requisite funds.
Qualified Acquisition Proposal shall have the meaning set forth in Section 8.3(a).
Qualified Acquisition Proposal means an Acquisition Proposal, with all of the provisions in the definition of “Acquisition Proposal” adjusted to increase the percentages referenced therein to a “majority.”
Qualified Acquisition Proposal means a bona fide, unsolicited Acquisition Proposal received by the Company from a Qualified Third Party which the Board of Directors of the Company or the Special Committee has reasonably determined would, if consummated, constitute an Overbid Transaction.
Qualified Acquisition Proposal means an Acquisition Proposal from a Qualified Go-Shop Bidder that the board of directors of the Company determines, as of the Go-Shop Period End Date (and provides written notice to Parent of such determination at such time), in good faith, after consultation with its financial and outside legal advisor constitutes or would be reasonably likely to result in (i) a Superior Proposal and (ii) (A) a binding, executable Company Acquisition Agreement and (B) binding, executable debt and equity financing commitments, in each case which can be executed between the Go-Shop Period End Date and the date that is 15 days following the Go-Shop Period End Date.
Qualified Acquisition Proposal means any Acquisition Proposal relating to: (i) the acquisition of Securities of the Company or any material Subsidiary of the Company representing fifty percent (50%) or more of the outstanding voting power of any of them; (ii) any merger, recapitalization, leveraged dividend, share exchange or any similar transaction, pursuant to which fifty percent (50%) or more of the outstanding voting power of the Company or any of its material Subsidiaries is acquired; or (iii) any sale of substantial assets of the Company or any of its Subsidiaries that account for fifty percent (50%) or more of the consolidated revenues of the Company and its material Subsidiaries.
Qualified Acquisition Proposal means an unsolicited, bona fide, written Acquisition Proposal made by a Third Party that the Board of Directors of the Company determines in its good faith judgment to be more favorable to the Company's stockholders than the Offer and the Merger (based on the opinion, with only customary qualifications, of the Company's independent financial advisor that the value of the consideration to the Company's stockholders provided for in such proposal exceeds the value of the consideration to the Company's stockholders provided for in this Agreement by the Offer and the Merger) and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Board of Directors of the Company (based on the advice of the Company's independent financial advisor), is reasonably capable of being obtained by such Third Party and which Acquisition Proposal, in the good faith judgment of the Board of Directors of the Company, is likely to be consummated. Nothing contained herein shall be construed to prohibit the Company from making such disclosure to stockholders that, in the judgment of the Board of Directors of the Company, as advised by counsel, may be required by law or necessary to discharge any fiduciary duty imposed thereby.