Take-over Proposal definition
Take-over Proposal means (i) any proposal or offer by a third person, whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of or control or direction over more than 50% of the Company’s outstanding voting shares whether by way of arrangement, amalgamation, merger, consolidation or other business combination, including without limitation any single or multi-step transaction or series of related transactions that is structured to permit such third person to acquire in any manner, directly or indirectly, more than 50% of its outstanding voting shares, or (ii) any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization or similar transaction or other business combination involving the Company.
Take-over Proposal means, where used in relation to RDT or ACME, as the case may be, other than the Amalgamation, a bid, or offer to acquire 20% or more of the outstanding RDT Shares or ACME Shares, as applicable, or any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization or a similar transaction or other business combination involving RDT or ACME, as the case may be, or any proposal, offer or agreement to acquire 20% or more of the assets of RDT or ACME, as the case may be;
Take-over Proposal means a proposal or offer by a third party (other than by HOC or the Offeror), whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of all or substantially all of the assets of Chieftain or to acquire in any manner, directly or indirectly, beneficial ownership or control or direction over more than 20% of the outstanding voting shares of Chieftain whether by an arrangement, amalgamation, merger, consolidation or other business combination or by means of a sale of shares, sale of assets, tender offer or exchange offer or similar transaction involving Chieftain including, without limitation, any single or multi- 16 20
Examples of Take-over Proposal in a sentence
In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request.
The Company shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished.
Subject to the provisions contained in Section 10 of this Agreement, the Stockholder shall not, in his capacity as such, directly or indirectly, solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any Person or entity (other than Cordiant or any affiliate of Cordiant) with respect to the Company that constitutes a Takeover Proposal.
Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal.
Stockholder will immediately cease any existing discussions or negotiations with any Person (other than Purchaser and its affiliates) conducted by Stockholder heretofore with respect to any Takeover Proposal.
More Definitions of Take-over Proposal
Take-over Proposal means, other than pursuant to the Transaction, any takeover bid or offer for 20% or more of the issued and outstanding Shares of any Party or securities convertible into Shares of any Party, or any proposal, offer or agreement (whether or not subject to conditions) for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization or similar transaction or other business combination involving a Party or any Subsidiary of a Party or any proposal, offer or agreement (whether or not subject to conditions) to acquire in any manner, or to require any Party to issue, 20% or more of a Party’s outstanding Shares or securities convertible into a Party’s Shares;
Take-over Proposal means, other than the Arrangement, a bid, or offer to acquire 20% or more of the outstanding Shellbridge Shares, or any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization or a similar transaction or other business combination involving Shellbridge, or any proposal, offer or agreement to acquire 20% or more of the assets of Shellbridge.
Take-over Proposal has the meaning set forth in Section 3.2(b);
Take-over Proposal has the meaning ascribed thereto in section 6.1;
Take-over Proposal means, in respect of ICP or its subsidiaries or their assets, any proposals or offers regarding any take-over bid, merger, consolidation, amalgamation, arrangement, sale of a material amount of assets, sale of treasury shares (other than pursuant to options under the Stock Option Plans) or other business combination or similar transaction; and
Take-over Proposal means any proposal or offer from any other person, or other business organization whatsoever (including any of the Company's officers or directors) relating to any recapitalization, merger, amalgamation, acquisition, arrangement or other business combination involving the Company or any of its Subsidiaries or any proposal or offer from any such person to acquire in any manner, directly or indirectly, an equity interest in, any voting securities of, or a substantial portion of the assets of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement, and "SUPERIOR PROPOSAL" means a Take-over Proposal on terms which a majority of the members of the Board of Directors of the Company determines, at a duly constituted meeting of the Board of Directors or by unanimous written consent, in its reasonable good faith judgment to be more favourable to the Shareholders than the Offer (after consultation with the Company's financial, legal and other advisors) and for which financing, to the extent required, is then committed or which, in the reasonable good faith judgment of a majority of such members, as expressed in a resolution adopted at a duly constituted meeting of such members (after consultation with the Company's financial, legal and other advisors), is reasonably capable of being obtained by such third party.
Take-over Proposal means a proposal or offer by a third person, including the formal take-over bid of Nosara Holdings Ltd., a wholly-owned Subsidiary of Petro-Canada dated May 15, 2006 and the proposed Take-over offer of Canadian Superior Energy Inc., whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of all or a material portion of the Company’s assets or any of its Subsidiaries or to acquire in any manner, directly or indirectly, beneficial ownership of or control or direction over more than 20% of the Company’s outstanding voting shares whether by way of take-over bid, arrangement, amalgamation, merger, consolidation or other business combination, including without limitation any single or multi-step transaction or series of related transactions that is structured to permit such third person to acquire beneficial ownership of all or a material portion of its assets or any of the Subsidiaries or to acquire in any manner, directly or indirectly, more than 20% of its outstanding voting shares and includes any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction or other business combination involving the Company or its Subsidiaries or any proposal, offer or agreement to acquire 20% or more of the assets of the Company.