Qualified Tender Offer definition

Qualified Tender Offer means a tender or exchange offer for Voting Shares (i) that is for more than 50% of the then outstanding Voting Shares, (ii) that is for a price per Voting Share at least 10% greater than the average of the Current Market Prices of the Voting Shares determined for each of the 10 consecutive trading days ending on the last full trading day prior to the date of the public announcement of such tender or exchange offer, (iii) the Tender Offer Statement on Schedule 14D-1 filed by the Person making such tender or exchange offer for which discloses that such Person has available to it, or will have available to it upon consummation of such tender or exchange offer, the consideration to be paid or exchanged in such tender or exchange offer for the Voting Shares tendered therein, and (iv) in the case of an exchange offer, (A) in which the Person making such exchange offer has, as of the date of commencement of such exchange offer, an Equity Market Capitalization equal to or greater than the Equity Market Capitalization of Devon, or (B) if the Equity Market Capitalization of such Person is less than the Equity Market Capitalization of Devon, which otherwise is a credible exchange offer. (u) "Rights" shall mean, at any time, the rights to purchase capital stock of Devon issued under the Rights Plan. (v) "Rights Plan" shall mean the Rights Agreement dated as of April 17, 1995 between Devon and The First National Bank of Boston, as rights agent, as amended, supplemented or otherwise modified from time to time, and any successor agreement or plan to which Devon shall be a party.
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Qualified Tender Offer means a tender offer for the repurchase all or a part of the outstanding Securities launched by the Issuer or the Company or any of their respective Subsidiaries within six (6) months of a Specified Distribution Event under Section 2.08.
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Qualified Tender Offer means any tender offer or exchange offer for an amount which increases the offeror's ownership of Common Stock to more than 25% of the Common Stock outstanding and which involves the payment by such person of consideration per share of Common Stock having a fair market value (as determined as set forth in paragraph 6(b) hereof) at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds the Closing Price of the Common Stock on the trading day next succeeding the Expiration Time.
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Examples of Qualified Tender Offer in a sentence

  • In the event the Issuer Transfers shares of the Company to a third-party in a transaction that does not result in a Change of Control, the Issuer shall, within ninety calendar days of its receipt thereof, apply the aggregate U.S. Dollar amount of such Applicable Net Proceeds received by it in connection with such transaction to either, separately or in combination, (i) make a payment under the Securities to the Holders thereof, or (ii) repurchase Securities pursuant to a Qualified Tender Offer.

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  • FOR o AGAINST o ABSTAIN o (2.e) An amendment to prevent the General Partner from imposing any transfer restrictions not set forth in the Partnership Agreement on transfers of Units made in connection with any Qualified Tender Offer or Qualified Merger.

  • Proceeds from such a transaction may be used, at the option of the Company, to conduct a Qualified Tender Offer.

  • OF PROCLAMATION DECLARING THE CITY OF PALM DESERT TO BE A “PURPLE HEART CITY.” On behalf of the City Council, Mayor Harnik presented the proclamation to Mr. Len Tavernetti, Service Officer, Military Order of the Purple Heart Chapter 2929.

  • Notwithstanding any provision of these bylaws to the contrary during the pendency of a Qualified Tender Offer (as defined in section 2.5), each provision of each of the corporation's bylaws may be modified or repealed only by action of shareholders of the corporation, and not by action of the Board of any committee thereof.

  • If the Company fails to give such notice, the Trustee or the Holders of not less than 25% of principal amount of the outstanding Securities may declare the principal amount of and accrued and unpaid interest (including Additional Interest, Qualified Tender Offer Interest and Reserve Interest, if any) on such Securities to be due and payable immediately.

  • Notwithstanding any other provision of these bylaws to the contrary, at any time from and after the commencement and prior to the termination or withdrawal of ("during the pendency of") a Qualified Tender Offer (as defined in section 2.5), a special meeting of shareholders for any purpose or purposes shall be called upon a demand in writing by shareholders of record owning five (5%) percent of the issued and outstanding shares of common stock, par value $0.001 per share, of the corporation ("Shares").

  • If the Company does not consummate a Qualified Tender Offer Purchase prior to the close of business on December 31, 1997 (the "Special Redemption Trigger Date"), the Company shall be obligated to redeem all of the outstanding Notes at a redemption price equal to 101% of the principal amount of the Notes, together with accrued and unpaid interest thereon to the date of redemption.


More Definitions of Qualified Tender Offer

Qualified Tender Offer shall be an all cash tender offer for all outstanding shares of Target Common Stock, which tender offer qualifies as a Superior Proposal, is fully financed (or in the reasonable determination of Target's Board of Directors and financial advisors is capable of being financed), is not otherwise subject to non-customary, material conditions and would not close prior to the earlier of a negative Target stockholders' vote on the Merger or the termination of this Agreement.
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Qualified Tender Offer means an all cash tender offer that is (i) made to any and all record holders of Common Stock, (ii) held open for a period of not less than forty-five (45) days from the date such tender offer is first published or sent to such holders of Common Stock and (iii) in compliance with the rules and regulations of the Exchange Act.
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Related to Qualified Tender Offer

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, a subsequent Liquidity Provider Ratings Event, following restoration of the short-term debt ratings to the requisite level, shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the VRDP Fee Agreement by seven Business Days prior to the beginning of the month to which such payment relates if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Purchase Agreement by the fifteenth day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with this Statement; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the VRDP Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.

  • Approved tenderer means the tenderer who is approved by the Employer.

  • Mandatory Tender with respect to a Mandatory Tender Event, means the mandatory tender of all VRDP Shares by Holders for Remarketing, or, in the event (i) no Remarketing occurs on or before the Purchase Date or (ii) pursuant to an attempted Remarketing, VRDP Shares remain unsold and the Remarketing Agent does not purchase for its own account the unsold VRDP Shares tendered to the Tender and Paying Agent for Remarketing (provided, that the Remarketing Agent may seek to sell such VRDP Shares in a subsequent Remarketing prior to the Purchase Date), for purchase by the Liquidity Provider at the Purchase Price pursuant to Section 2 of Part II of the Articles Supplementary and the VRDP Shares Purchase Agreement.

  • Request for Tender (RFT means the document(s) containing or referring to the Conditions of Tendering and Contract, the Annexure, Special Conditions of Contract (if any), Northern Territory Procurement Code, Scope of Services, Response Schedules, Drawings or Diagrams (if any) and any other document issued for the purposes of inviting tenders for the Services.

  • Qualified Transaction means (a) any sale or other transfer of, or any release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the Borrower delivers to the Agent (A) at least five Business Days prior to the proposed closing date of such transaction, a draft Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (B) on the closing date of such transaction, a final Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (ii) if the aggregate Credit Exposures of all Lenders exceeds the Borrowing Base in effect on the closing date of such transaction after giving effect thereto, the Borrower prepays Loans and pays cash to the Agent as required by Section 2.10(c) or (b) any other sale or other transfer of, or any other release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the aggregate consideration received with respect to the transaction pursuant to which such Accounts are sold or otherwise transferred does not exceed $10,000,000 and (ii) the aggregate book value of Eligible Accounts sold or otherwise transferred pursuant to such transaction does not exceed $1,000,000; provided that no Accounts sold or transferred pursuant to the foregoing clause (a) or (b) shall be used in any securitization, factoring or similar financing program of the Borrower or any of its Subsidiaries.

  • 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:

  • Bid/Tender means the Techno Commercial and the Price Bid submitted by the Bidder along with all documents/credentials/attachments, formats, etc., in response to this Bid Document, in accordance with the terms and conditions hereof.

  • Mandatory Tender Date means any date on which a Multi-Modal Bond is subject to mandatory tender in accordance with the Certificate.

  • Qualified Tenant means a tenant (i) with income not exceeding that permitted by the Minimum Set-Aside Test who leases a Low-Income Apartment Unit in the Project under a lease having an original term of not less than 6 months at a rent which satisfies the Rent Restriction Test and (ii) complying with any other requirements imposed by the Project Documents.

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Qualified voter means a person who is entitled to vote pursuant to the Constitution of Virginia and

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Qualified Election means a Participant's waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such waiver must be consented to in writing by the Participant's Spouse. The Spouse's consent must: designate a specific Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent) or expressly permits designations by the Participant without any further spousal consent; acknowledge the effect of the election; and be witnessed by a member of the Committee or a Notary Public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a member of the Committee that there is no Spouse or the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any spousal consent (or deemed spousal consent) obtained under this provision will be valid only with respect to such Spouse. A consent that permits designations by the Participant without further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary and, where applicable, a specific form of benefit, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in paragraph (b) below.

  • Mandatory Prepayment Event has the meaning specified in Section 2.03(b)(i).

  • Acceptable Tender means any Tender which, in all respects, complies with the conditions of Tender and specifications as set out in the Tender document, including conditions as specified in the Preferential Procurement Policy Framework Act (Act 5 of 2000) and the Supply Chain Management of Council.

  • Non-Qualified Share Option means an Option that is not intended to be an Incentive Share Option.

  • Qualified Election Period means the six Plan Year period beginning with the Plan Year in which the Participant first becomes a Qualified Participant.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

  • e-Tender means Bids / Quotation / Tender received from a Firm / Tenderer / Bidder online.

  • Qualified Tenants means any tenants who have incomes of 60% or less of the area median gross income, as adjusted for family size, so as to make the Project eligible for LIHTC.

  • Request for Tender (RFT) means the document issued by the City to solicit submissions to provide goods, services or construction for the City.

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.