Shop Period definition

Shop Period shall have the meaning set forth in Section 10.3.
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Shop Period has the meaning set forth in Section 3.08(a).
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Shop Period has the meaning as defined in Article 13(a) of this Agreement.
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Examples of Shop Period in a sentence

  • Upper Deck argues that the Topps board manufactured pretextual excuses not to decide before the end of the Go Shop Period that Upper Deck had presented a proposal reasonably likely to result in a Superior Proposal.

  • Although a target might desire a longer Go Shop Period or a lower break fee, the deal protections the Topps board agreed to in the Merger Agreement seem to have left reasonable room for an effective post-signing market check.

  • Therefore, they secured a 40-day Go Shop Period and the right to continue discussions with any bidder arising during that time who was deemed by the board likely to make a Superior Proposal.

  • What the Proxy Statement omits to mention is that Upper Deck sent an expression of interest to Topps, through a letter to one of the Dissident Directors, before the Go Shop Period began.

  • The Proxy Statement implies that Topps made contacting Upper Deck one of its first priorities once the Go Shop Period commenced.

  • I now turn to the more troubling claims raised, which are about the board’s conduct after the Merger Agreement was consummated.The parties have presented competing versions of the events surrounding Topps’s discussions with Upper Deck during the Go Shop Period, beginning with a fight over who was the first to contact the other and when the parties began discussing the Standstill Agreement, which was not executed until the start of the third week of the Go Shop Period.

  • Even after the Go Shop Period expired, the Topps board could entertain an unsolicited bid, and, subject to Eisner’s match right, accept a Superior Proposal.

  • Furthermore, the advantage given to Eisner over later arriving bidders is difficult to see as unreasonable.He was given a match right, a useful deal protection for him, but one that has frequently been overcome in other real-world situations.24 Likewise, the termination fee and expense reimbursement he was to receive if Topps terminated and accepted another deal— an eventuality more likely to occur after the Go Shop Period expired than during it — was around 4.3% of the total deal value.

  • Revlon, 506 A.2d at 1055-56.Directors unfairly restricted the Dissident Director’s ability to participate in the Merger negotiation and consideration process, and that the Incumbent Directors foreclosed a reasonable possibility of obtaining a better bid during the Go Shop Period by restricting that time period and granting Eisner excessive deal protections.

  • In any event, I need not obsess over the behavior of the parties during the Go Shop Period.


More Definitions of Shop Period

Shop Period. For a period from the effective date of the Definitive Agreement until April 1, 2019 (the “Go-Shop Period”), the Seller shall be free to solicit alternative purchase offers for all of the outstanding Common Shares of the Seller or substantially all of the assets of the Seller, the Seller Subsidiary, and the Company, including the units of the LLC. The mechanics of the determination of an alternative offer that is superior to that proposed by the Purchasers (a “Superior Offer”) and related procedural requirements shall be set out in the Definitive Agreement. The Purchasers shall have the right to match any Superior Offer in accordance with the terms and conditions set forth in the Definitive Agreement and in the event a Superior Offer is accepted by the Seller and the Definitive Agreement is terminated, a break fee of $1 million shall be payable to the Purchasers.
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Related to Shop Period

  • Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. Annual Volume Commitment (“AVC”): $360,000 in Total Service Charges (“AVC”) during each contract year of the Term (following the expiration of the Ramp Period).

  • Start-up Period means up to 7 Academy Financial Years and covers the period up to and including the first Academy Financial Year in which all age groups are present at the Academy (that is, all the pupil cohorts relevant to the age range of the Academy will have some pupils present).

  • Ramp-Up Period means the period from and including the Effective Date to, but excluding, September 23, 2016.

  • Lock-up Period means the period beginning on the date hereof and continuing through the close of trading on the date that is 90 days after the date of the Prospectus (as defined in the Underwriting Agreement).

  • Affiliation period means a period which, under the terms of the health insurance coverage offered

  • Peak Period means the time between 6 a.m. and 10 p.m. (April through September) or between 7 a.m. and 11 p.m. (October through March) on all days except Saturdays and Sundays, which daily time period will be subject to change from time to time at the Company's option. This change would occur after no less than ten (10) days notice has been given to all Customers who would be affected, and to the Commission.

  • Overlap Period means any taxable year or other taxable period beginning on or before and ending after the Closing Date.

  • Operation Period means the period commencing from COD and ending on the Transfer Date;

  • Production Period is the period that for winter cereal advances commences October 1, 2021 and terminates September 30, 2023; for advances on all other field crops, honey, hogs, goats, sheep and lambs commences April 1, 2022 and terminates September 30, 2023; and for advances on cattle, continuous flow cattle, and bison commences on April 1, 2022 and terminates on March 31, 2024.

  • Completion Period means the period starting from the date of issue of "Order" and required to complete the work in all respect.

  • Promotion Period means the period the Promotion is open, as specified in clause 5.1.

  • Work period means the period specified in a Plan when an employee is at work.

  • Clean-Up Period has the meaning specified in Section 8.02(b).

  • Founder Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the last sales price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (B) the consummation by the Company of any subsequent liquidation, merger, stock exchange or other similar transaction, which results in all of the Company’s stockholders having the right to exchange their shares of the Common Stock for cash, securities or other property.

  • Rectification Period means the period of time set out in Section 4.3 of this RFP during which a Proponent will be permitted to rectify its Proposal to satisfy the mandatory submission requirements of this RFP.

  • Off-Peak Period means the period during which the demand on an electric utility system is not at or near its maximum. For the purpose of this section, the off-peak period includes all hours that are not in the peak period.

  • Contract Transition Period means the 90 day transition as defined in Section F of this Contract.

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

  • Transition Period means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • Net metering period means the 12-month period following the date of final interconnection of the

  • Retention Period has the meaning set forth in Section 6.02.

  • the works period means the period starting at 20:00 hours on Monday 9th

  • Billing Commencement Date means the earlier of:

  • Pre-Deconsolidation Period means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

  • Hire Period means the period commencing when the Customer holds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events: