Target Takeover Proposal definition

Target Takeover Proposal means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of Target and its subsidiaries, taken as a whole, or 15% or more of any class of equity securities of Target (other than purchases in the open market and without contact with Target or any of target's officers, directors or agents prior to such purchases) any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of Target or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Target, other than the transactions contemplated by this Agreement. "Superior Proposal" means a bona fide written Takeover Proposal made by a third party to purchase at least two-thirds of the outstanding equity securities of the Company pursuant to a tender offer, exchange offer, merger or other business combination (x) on terms which a majority of Target's Board of Directors determines in good faith (after consultation with an independent, nationally recognized investment bank) to be superior to Target and its shareholders (in their capacity as shareholders) from a financial point of view (taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and identity of the offeror) as compared to the transactions contemplated hereby (including any alternative proposed by Acquiror pursuant to Section 7.1(g) of this Agreement) in response to such proposal, which is reasonably capable of being consummated.
Sample 1
Target Takeover Proposal shall have the meanings assigned to such terms in Section 5.8 except that the references to ----------- 15% in the definition of "Target Takeover Proposal" in Section 5.8(a) shall be -------------- deemed to be references to 35% and "Target Takeover Proposal" shall only be deemed to refer to a transaction involving Target, or all or substantially all assets (including the shares of any subsidiary), of Target, in which event the Termination Fee shall be payable within two business days of the first to occur of such events. Target acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this ----------- Agreement, and that, without these agreements, Acquiror would not enter into this Agreement; accordingly, if Target fails promptly to pay the amount due pursuant to this Section 7.2, and, in order to obtain such payment, Acquiror ----------- commences a suit which results in a judgment against Target for the fee set forth in this Section 7.2, Target shall pay to Acquiror its costs and expenses ----------- (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made.
Sample 1
Target Takeover Proposal means (i) any proposal or offer, other than a proposal or offer by Parent or any of its Affiliates, for a merger or other business combination involving Target or one or more of the Subsidiaries, (ii) any proposal or offer, other than a proposal or offer by Parent or any of its Affiliates, to acquire from Target or any of its Affiliates in any manner, directly or indirectly, more than 5% of the voting stock of Target or the Subsidiaries or a material amount of the assets of Target and the Subsidiaries, taken as a whole, or (iii) any proposal or offer, other than a proposal or offer by Parent or any of its Affiliates, to acquire from the stockholders of Target by tender offer, exchange offer or otherwise more than 5% of Target's Stock.
Sample 1

Examples of Target Takeover Proposal in a sentence

  • In addition to the obligations of Target set forth in Section 3.4(b), Target shall promptly advise Parent orally and in writing of the receipt of any Target Takeover Proposal or any proposal, discussion or overture that may lead to a Target Takeover Proposal.

  • In the event of a Superior Target Takeover Proposal, the TiGenix Board expressly reserves the right to (x) no longer recommend and support the Offers, and (y) express a preference for the Superior Target Takeover Proposal, or otherwise recommend it to the holders of the Securities, in accordance with its fiduciary duties (a “Change of Recommendation”).

  • Such Shareholder shall not, in its capacity as such, (i) withdraw or modify or propose to withdraw or modify, in a manner adverse to Parent or Acquiror, the approval or recommendation by such Shareholder of the Offer, the Merger, the Merger Agreement or this Agreement or (ii) endorse or recommend, or propose to endorse or recommend, any Target Takeover Proposal.

  • If such Shareholder receives any inquiry or proposal regarding any Target Takeover Proposal, such Shareholder shall promptly inform Acquiror of that inquiry or proposal and the details thereof.


More Definitions of Target Takeover Proposal

Target Takeover Proposal means any proposal (as such proposal may be amended, modified, or supplemented from time to time) with respect to a merger, consolidation, dissolution, liquidation, recapitalization or other business combination involving Target or any Target subsidiary, any proposal or offer for the issuance by Target or any subsidiary of a material amount of its equity securities or any proposal or offer to acquire in any manner, directly or indirectly, a material interest in any voting securities of, or a substantial portion of the assets of, Target or any Target subsidiary, other than the Offer and the Merger or any similar transaction with Parent or its affiliates.
Sample 1
Target Takeover Proposal means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or the assets of Target and its subsidiaries, taken as a whole, or 15% or more of any class of equity securities of Target or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of Target or any of its subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Target or any of its subsidiaries, other than the transactions contemplated by this Agreement.
Sample 1
Target Takeover Proposal shall have the meanings assigned to such terms in Section 6.8 except that the references to 15% in the definition of "Target Takeover Proposal" in Section 6.8(a) shall be deemed to be references to 35% and "Target Takeover Proposal" shall only be deemed to refer to a transaction involving Target, or with respect to assets (including the shares of any subsidiary), of Target and its Subsidiaries, taken as a whole, and not any of its Subsidiaries alone), in which event the Termination Fee shall be payable upon the first to occur of such events. Target acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Acquiror would not enter into this Agreement; accordingly, if Target fails promptly to pay the amount due pursuant to this Section 8.2, and, in order to obtain such payment, Acquiror commences a suit which results in a judgment against Target for the fee set forth in this Section 8.2, Target shall pay to Acquiror its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank N.A. in effect on the date such payment was required to be made.
Sample 1
Target 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.
Sample 1

Related to Target 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).

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

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

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

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

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • 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;

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

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

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

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

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

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Takeover Bid means a "take-over bid" as defined in MI 62-104 pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the outstanding Shares;

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

  • 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).

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

  • 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.