Second Proposal definition

Second Proposal has the meaning set forth in the recitals to this Agreement.
Sample 1
Second Proposal to the First Proposal. In the event that a Second Proposal is presented within such second ten-business day period, the Company shall provide the Purchaser with the details of the Second Proposal (including price, terms and the identity of the offeror). The Company may not accept such Second Proposal (or enter into any lock-up/break-up agreement) during an additional ten-business day period. If the Purchaser offers a superior offer (based on price and terms) to the Second Proposal (the "Topping Bid") within such third ten-business day period, the Company shall enter into a definitive acquisition agreement (including appropriate lock-up/break-up agreement) with the Purchaser on the basis of such Topping Bid and such agreement shall not provide for a "superior offer/fiduciary out" and shall require, at the Purchaser's election, a shareholder vote even in the face of a subsequent competing offer, unless otherwise prohibited by law. If the Purchaser fails to offer a Topping Bid within such third ten-business day period, the Company may accept the Second Proposal. If the Company is permitted to accept a First Proposal or a Second Proposal but fails to consummate the transaction contemplated thereby within 180 days after it is permitted to accept such Proposal, the provisions of this Section 6.8 shall be once again complied with AB INITIO. Any definite acquisition agreement entered into pursuant to the First Proposal or the Second Proposal need not provide for a "superior offer/fiduciary out" and may require a shareholder vote even in the face of a subsequent competing offer, unless otherwise prohibited by law.
Sample 1

Examples of Second Proposal in a sentence

  • Respondent’s Second Proposal for Disqualification of the Tribunal, para.

  • The order of ranking or importance in the evaluation shall be as follows: First: Expertise and Qualifications Second: Proposal Presentation Exceptions and Insurance areas will be scored as pass or fail.

  • Respondent’s Second Proposal for Disqualification of the Tribunal, paras.

  • Any Proposal so submitted as to which the Depositary has not received within five (5) Business Days after the applicable ADS Record Date any Second Proposal Certificate required under the immediately preceding paragraph shall be deemed irrevocably withdrawn at the expiration of such five (5) Business Day period.

  • Respondent’s Final Observations Regarding the Second Proposal for Disqualification of the Tribunal, para.

  • The Argentine Republic (Decision on Second Proposal for Disqualification) ICSID Cases Nos ARB/03/17 and ARB/03/19, para.

  • Argentina I, Decision on the Second Proposal for Disqualification, para.

  • If the Purchaser fails to offer a Topping Bid within such third ten-business day period, the Company may accept the Second Proposal.

  • On receipt by the Tribunal of the Respondent’s Second Proposal, Professor Kaufmann- Kohler withdrew from Tribunal deliberations.

  • On May 10, 2022, after the receipt of the Second Proposal, Crosby received a request from the Company to raise the Tender Offer Price to JPY 2,900 on the basis that the Tender Offer Price did not sufficiently reflect the corporate value of the Company in light of consultation with the special committee.

Related to Second Proposal

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

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • 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.

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

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

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

  • 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.

  • Proposal means the Technical Proposal and the Financial Proposal.

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

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

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

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

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • 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.

  • 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.

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

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • 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.

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

  • 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.

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

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

  • 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;

  • Proposal Letter means the letter, executed by or on behalf of Proposer, delivered with its Proposal and conforming to Form A to the ITP.