Qualified Go-Shop Bidder definition

Qualified Go-Shop Bidder means any person or group from whom the Company or any of its Representatives has received a Takeover Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date that the Company Board determines, prior to or as of the No-Shop Period Start Date, in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal.
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Qualified Go-Shop Bidder means any Person, group of Persons, or group that includes any Person (so long as such Person and the other members of such group, if any, who were members of such group immediately prior to the Go-Shop Period End Date constitute at least fifty percent (50%) of the equity financing of such group at all times following the Go-Shop Period End Date and prior to the termination of this Agreement) from whom the Company or any of its Representatives has received a Qualified Acquisition Proposal after the execution of this Agreement and prior to the Go-Shop Period End Date 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 is bona fide and constitutes, or would reasonably be expected to lead to a Superior Proposal.
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Qualified Go-Shop Bidder means any person or group from whom Burger King or any of its representatives has received a Takeover Proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date that Burger King’s board of directors determines, prior to or as of the No-Shop Period Start Date, in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal (as defined below).
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Examples of Qualified Go-Shop Bidder in a sentence

  • The Company shall be permitted prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval to take the actions described in clauses (A) and (B) above with respect to any Qualified Go-Shop Bidder.

  • Nothing in this Agreement shall be deemed to authorize or consent to the disclosure of, and the Company and each of its Subsidiaries agree not to disclose to any Person (including to any Qualified Go-Shop Bidder) and agree to keep confidential, any confidential commercial arrangements among Parent or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand.

  • As soon as reasonably practicable following the No-Shop Period Start Date, the Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (other than a Qualified Go-Shop Bidder), if any, to return or destroy, in each case pursuant to the terms of such confidentiality agreement, all confidential information heretofore furnished to such Person by or on behalf of the Company and its Subsidiaries.

  • On 25th of October 2002, a contract has been signed between the Caja Costarricense De Seguro Social (CCSS, Costa Rican Social Security Administration) and Instrumentarium Corp.


More Definitions of Qualified Go-Shop Bidder

Qualified Go-Shop Bidder means any person or group from whom the Company or any of its Representatives has received a Competing Proposal after the execution of this Agreement and prior to the Solicitation Period End Date that the board of directors of the Company determines, prior to or as of the Solicitation Period End Date, in good faith, after consultation with the Company’s financial and legal advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal; provided that any such person or group shall cease to be a Qualified Go-Shop Bidder when the ultimate equityholder(s) of such person and the other persons who were members of such group, if any, as of the Solicitation Period End Date, cease to provide (directly or indirectly) in the aggregate at least 50% of the equity financing (measured by voting power and value) of such person or group at any time following the Solicitation Period End Date.
Sample 1
Qualified Go-Shop Bidder means any person or “group”, within the meaning of Section 13(d) of the Exchange Act (provided there has not been a “change of control” (as defined below) of any such person or group) from whom the Company or any of its Representatives has received a Company Takeover Proposal after the execution of this Agreement and prior to the No Shop Period Start Date that the Company Board determines, prior to or as of the No Shop Period Start Date, in good faith, after consultation with its outside legal counsel and independent financial advisor of nationally recognized reputation, constitutes or would reasonably be expected to lead to a Superior Company Proposal and which Company Takeover Proposal has not been rejected or withdrawn as of the No Shop Period Start Date; provided that notwithstanding anything contained in this Section 5.03 to the contrary, a Qualified Go Shop Bidder shall cease to be a Qualified Go Shop Bidder for all purposes under this Agreement upon the earlier of (x) the Cut-off Date and (y) immediately at such time as such Company Takeover Proposal made by such party is withdrawn, terminated or expires. For purposes hereof, a “change of control” shall be deemed to occur, with respect to the person or group that submitted or otherwise made a Company Takeover Proposal prior to the No Shop Period Start Date (any such person or group, a “Qualified Party”), if at any time after the No Shop Period Start Date: either (A) (i) a Qualified Party or all Qualified Parties collectively own an amount that is less than 50% of the equity, voting or other interest of the person or group that makes any such Company Takeover Proposal after the No Shop Period State Date, in any such case on a fully diluted basis or (ii) a Qualified Party or all Qualified Parties collectively have the right to appoint less than a majority of the members of the board of directors (or similar body) of any person or group that makes any such Company Takeover Proposal after the No Shop Period Start Date or (B) (i) any person or group that was not the person or part of the group that submitted a Company Takeover Proposal prior to the No Shop Period Start Date (any such person or group, a “Disqualified Party”) own or have the right to acquire an amount that is more than 50% of the equity, voting or other interest of the person or group that makes any such Company Takeover Proposal after the No Shop Period Start Date, in any such case on a fully diluted basis or (ii) a Disqualified Party or ...
Sample 1
Qualified Go-Shop Bidder means any Person or group (including any Person who becomes part of the group after the No-Shop Period Start Date) from whom the Company or any of its Representatives receives a written Company Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date that the Company Board determines, prior to the No-Shop Period Start Date, in good faith, after consultation with the Company’s financial and legal advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal; provided that a Person shall cease to be a “Qualified Go-Shop Bidder” in the event such written Company Acquisition Proposal is withdrawn in writing.
Sample 1
Qualified Go-Shop Bidder means any Person or group from whom the Company Entities or any of their Representatives has received a Takeover Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date that the Company Board determines, prior to or as of the No-Shop Period Start Date, in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal. “Superior Proposal” means any bona fide written Takeover Proposal that is financed on terms no less favorable to Company than the Financing, and that, if consummated, would result in a Person or group (or the shareholders of any Person) owning, directly or indirectly, (A) more than 75% of the outstanding shares of Company Common Stock or (B) all or substantially all of the assets of the Company Entities, taken as a whole, in either case which the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) (x) is reasonably likely to be consummated in accordance with its terms, and (y) if consummated, would be more favorable to the stockholders of the Company from a financial point of view than the Offer and the Merger, in each case taking into account, among other things, the financial, legal and regulatory aspects of the transaction proposed in such Takeover Proposal, including any financing contingencies, the timing and likelihood of consummation of such transaction, the provisions of this Agreement (including any changes to the terms of this Agreement proposed by Parent pursuant to Section 5.2(f)) and, to the extent the Company Board deems it relevant and applicable, the payment of the Termination Fee.
Sample 1
Qualified Go-Shop Bidder means any person or group from whom Epicor has received a Competing Proposal after the execution of the Merger Agreement and prior to May 4, 2011 that the Epicor Board determines, prior to or as of May 4, 2011, in good faith, after consultation with Epicor’s financial and legal advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal; provided that any such person or group shall cease to be a Qualified Go-Shop Bidder when the ultimate equityholder(s) of such person and the other persons who were members of such group, if any, as of May 4, 2011, cease to provide (directly or indirectly) in the aggregate at least 50% of the equity financing (measured by voting power and value) of such person or group at any time following May 4, 2011.
Sample 1
Qualified Go-Shop Bidder means any Person or group that includes any Person (so long as such Person, together with all other members of such group, if any, who were members of such group or another group that included such Person immediately prior to the No-Shop Period Start Date, represent at least 50% of the equity financing of such group at all times following the No-Shop Period Start Date and prior to the termination of this Agreement) from whom the Company or any of its Representatives has received, after the execution of this Agreement and prior to the No-Shop Period Start Date, an Acquisition Proposal that the Company Board determines, prior to or as of the No-Shop Period Start Date, in good faith (after consultation outside counsel and the Company Financial Advisor), constitutes or could reasonably be expected to result in a Superior Proposal.
Sample 1

Related to Qualified Go-Shop Bidder

  • Qualified Bidder As defined in Section 7.01(c).

  • Qualified Bidder(s means a Bidder who fulfills the eligibility criteria listed out in the E-Auction Process Information Document.

  • Technically Qualified Bidder means a Bidder whose Techno-Commercial Bid is responsive and meets the requirements to the satisfaction of OMC as per terms and condition of the Bid document and is qualified for opening of its Price Bid;

  • Bidder/Bidding Company means Bidding Company submitting the Bid. Any reference to the Bidder includes Bidding Company / including its successors, executors and permitted assigns as the context may require;

  • Qualified GIC A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall:

  • Designated Bidder means (a) an Eligible Assignee or (b) a special purpose corporation that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least "Prime-1" (or the then equivalent grade) by Xxxxx'x or "A-1" (or the then equivalent grade) by S&P that, in the case of either clause (a) or (b), (i) is organized under the laws of the United States or any State thereof, (ii) shall have become a party hereto pursuant to Section 8.07(d), (e) and (f) and (iii) is not otherwise a Lender.

  • Selected Bidder means the bidder who has been selected by DMRC, pursuant to the bidding process for award of license.

  • Selected Bidder or Successful Bidder means the Bidder selected pursuant to this RfS to set up the Project and supply electrical output as per the terms of standard PPA.

  • Highest Bidder means the Bidder, who quotes the highest License Fees

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Buy Bid means a bid to buy Capacity Resources in any Incremental Auction.

  • Supplier/ Successful or Selected bidder means the person, private or government entity, or a combination of the above, whose Bid to perform the Contract has been accepted by the Purchaser and is named as such in the Agreement, and includes the legal successors or permitted assigns of the successful/ selected bidder.

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

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Tenderer/Bidder means the firm or Company (hereinafter called Tenderer/ Bidder) who duly submits the tender after accepting all the terms & conditions of the tender document.

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

  • Proposal / Bid means the technical proposal and the commercial/financial proposal.

  • Eligible bidder means a person who is:

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

  • Bidder means the legal entity which submits a Bid for consideration by City in accordance with the Invitation For Bid.

  • Qualified vendor means a vendor who:

  • Interested Bidder means any person or persons who have submitted the Request Letter for Participation along with signed Bid Form, notarized affidavit, signed Declaration, requisite Earnest Money and other necessary documents to complete the eligibility check formalities to the satisfaction of the Liquidator.

  • Parent Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of the Company or any of its Subsidiaries) contemplating or otherwise relating to any Parent Acquisition Transaction.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.