RG Takeover Proposal definition

RG Takeover Proposal means any inquiry, proposal or offer from any Person or “group” (as defined for purposes of Section 13(d) of the Exchange Act), other than the Company and its Subsidiaries, relating to any of the following, or an expression by any Person or “group” (as defined for purposes of Section 13(d) of the Exchange Act) that it is considering or may engage in the following: (A) a direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of RG and its Subsidiaries (including securities of Subsidiaries) equal to 20% or more of RG’s consolidated assets or to which 20% or more of RG’s revenues or earnings on a consolidated basis are attributable, (B) a direct or indirect acquisition (whether in a single transaction or a series of related transactions) of 20% or more of the outstanding shares of any class of equity securities of RG or securities of RG representing more than 20% of the voting power of RG, (C) a tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 20% or more of any class of equity securities of RG or securities of RG representing more than 20% of the voting power of RG or (D) a merger, consolidation, share exchange, business combination, joint venture, recapitalization, liquidation, dissolution or similar transaction involving RG or any of its Subsidiaries that, if consummated, would have the effect set forth in clause (A) or clause (B); in each case, other than the Transactions.
Sample 1

Related to RG Takeover Proposal

  • 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.

  • 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.

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

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

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

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • 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.

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

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

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

  • 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.

  • Takeover Bid or ‘Bid’ means a public offer, other than by the Offeree Company itself, made to the holders of the Securities of a Company to acquire all or some of those Securities, whether mandatory or voluntary, which follows or has, as its objective, the acquisition or Control of the Offeree Company.

  • 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.

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

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Competing Proposal shall have the meaning set forth in Section 6.5(f)(i).

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

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

  • Change Proposal means a proposal (in the standard form) for any alteration of, or addition to, or omission from, the Contractor’s Brief or any change in the design, quality or quantity of the Works put forward by the Contractor or the Commercial Officer;

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

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

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Takeover Offer means an offer in accordance with clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of INM (other than any INM Shares beneficially owned by any member of the Mediahuis Group (if any) or by any person Acting in Concert with Mediahuis (if any)), including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Documents or (as the case may be) any revised offer document(s);