Qualifying Strategic Transaction Proposal definition

Qualifying Strategic Transaction Proposal shall have the meaning given that term in Section 5.1.3.
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Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal (which Proposal may be conditional) that (x) is delivered to the Board of Directors (whether directly or through a Representative of Eldorado), (y) identifies a price or range of values to be paid for the capital stock, assets or liabilities of Eldorado or the Bank that are to be sold or otherwise transferred pursuant to such Proposal, and (z) in the good faith determination of the Board of Directors of Eldorado, based on the advice of Eldorado's counsel and on a written opinion of Eldorado's investment bankers to the effect that such Proposal is financially more favorable to the Shareholders than the terms of the Merger (including due to a higher price or range of values offered by such Proposal), requires the Board of Directors to take (or cause Eldorado to take) one or more of the actions described in clauses (b) through (e) of the immediately preceding sentence in order to comply with the Board of Directors' fiduciary duties owed to the Shareholders.
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Qualifying Strategic Transaction Proposal shall have the meaning given that term in Section 4.1.2.
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More Definitions of Qualifying Strategic Transaction Proposal

Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with the Bank's counsel, that the action by the Bank contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of the Common Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by the Bank to the effect that the financial terms of such Strategic Transaction Proposal are, from the Bank's shareholders' perspective, financially superior to the Merger.
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Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which Community West's Board of Directors shall have determined, after consultation with Community West's counsel, that the action by Community West contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of Community West Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Community West to the effect that the financial terms of such Strategic Transaction Proposal are, from Community West's shareholders' perspective, superior to the Merger.
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Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which the Board of Directors shall have determined, after consultation with Community's counsel, that the action by Community contemplated under either clause (a), (b) or (c), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the Community Shareholders, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by Community to the effect that the financial terms of such Strategic Transaction Proposal are, from such shareholders' perspective, financially superior to the Common Stock Consideration.
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Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which BOS's Board of Directors shall have determined, after consultation with BOS's counsel, that the action by BOS contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of BOS Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by BOS to the effect that the financial terms of such Strategic Transaction Proposal are, from BOS's shareholders' perspective, superior to the Merger.
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Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which VIBC's Board of Directors shall have determined, after consultation with VIBC's counsel, that the action by VIBC contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors to the holders of VIBC Stock, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by VIBC to the effect that the financial terms of such Strategic Transaction Proposal are, from VIBC's shareholders' perspective, superior to the Merger.
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Qualifying Strategic Transaction Proposal means a bona fide written Strategic Transaction Proposal with respect to which KRBHC's or KRB's Board of Directors shall have determined, after consultation with KRBHC's or KRB's counsel, that the action by KRBHC or KRB contemplated under either clause (i), (ii) or (iii), as applicable, of the immediately preceding sentence is required under the fiduciary duties owed by the Board of Directors of KRBHC to the holders of KRBHC Stock or by the Board of Directors of KRB to KRBHC, which determination has been made acting in good faith and on the basis of a written opinion from a financial advisor retained by KRBHC or KRB to the effect that the financial terms of such Strategic Transaction Proposal are, from KRBHC's shareholders' or KRB's shareholder's perspective, superior to the Merger and the PS Merger.
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Related to Qualifying Strategic Transaction Proposal

  • 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.

  • 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.

  • Strategic Transaction means a transaction or relationship in which the Company issues Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • 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.

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

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Transaction Proposals has the meaning specified in Section 8.2(b).

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

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • 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.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

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

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

  • 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.

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;