Tender Offer Event definition

Tender Offer Event has the meaning provided in Section 7.2.
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Tender Offer Event means a takeover, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 20% and less than 100% of the outstanding voting shares of the Company, as determined by the Buyer, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Buyer deems relevant.
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Tender Offer Event shall have the meaning set forth in Section 3.5(a).
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Examples of Tender Offer Event in a sentence

  • In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the shares of Member Minimum Gain and the Member Minimum Gain chargeback requirement of this Section to the extent provided under the Regulations issued pursuant to Section 704(b) of the Code.

  • If a Merger Date or Tender Offer Date is scheduled to be after the Valuation Date, the Calculation Agent will determine, with respect to the theoretical value of the Notes, the economic effect of the announcement of a potential Merger Event of Tender Offer Event (including, without limitation, any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares) from the announcement date to such Valuation Date, as applicable.

  • The weighting of the Substitute Element in the Index will be equal to the weighing of the Affected Element (taking into account any other consideration received with respect to a Merger Event or a Tender Offer Event); or remaining Elements in the Index.

  • If a Merger Date or Tender Offer Date is scheduled to be after the Final Observation Date, the Calculation Agent will determine, with respect to the theoretical value of the Notes, the economic effect of the announcement of a potential Merger Event of Tender Offer Event (including, without limitation, any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares) from the announcement date to such Final Observation Date, as applicable.

  • The Investor shall give the Company written notice of the identity of a proposed Permitted Transferee at least 30 days prior to the earlier date of (i) a proposed Transfer or exercise of the Call Right by NBC Palm II or a Permitted Transferee, as applicable, or (ii) a proposed Transfer of shares of Series B Preferred Stock by the Investor that would constitute a Tender Offer Event.

  • If a Merger Date or Tender Offer Date is scheduled to be after the Final Valuation Date, the Calculation Agent will determine, with respect to the theoretical value of the Notes, the economic effect of the announcement of a potential Merger Event or Tender Offer Event (including but not limited to any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares) from the announcement date to such Final Valuation Date, as applicable.

  • What indicators or thresholds will signal stability?Key performance indicators are in development that will tell us whether this initiative is having long as well as short-term impact.

  • Upon occurrence of the Tender Offer Event, Section 1204 of the Indenture shall be amended by deleting subsections (3) through (6) thereof in their entirety and replacing such subsections with the following: "SECTION 1204.

  • Upon occurrence of the Tender Offer Event, Section 918 of the Indenture shall be amended by deleting such section in its entirety and replacing such section with the following: "SECTION 918.

  • As building height and subsequent roof form are considered the only contentious elements of this development, other design and policy considerations have been omitted from discussion as they are deemed compliant with the Residential Design Codes and relevant clauses of the Scheme.


More Definitions of Tender Offer Event

Tender Offer Event any tender offer (made to holders of Shares generally) for Shares, including Shares held by Party A or TMI, made pursuant to Section 14 and Regulation 14D thereunder of the United States Securities Exchange Act of 1934, as amended;
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Tender Offer Event means such time as each of the following events shall have occurred: Ladbroke Racing Corporation, an affiliate of the Company shall have commenced a tender offer in accordance with the terms and conditions set forth in the Company's Consent Solicitation Statement dated December 17, 1999. Unless otherwise provided herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Indenture.
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Related to Tender Offer Event

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, a subsequent Liquidity Provider Ratings Event, following restoration of the short-term debt ratings to the requisite level, shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the VRDP Fee Agreement by seven Business Days prior to the beginning of the month to which such payment relates if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Purchase Agreement by the fifteenth day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with this Statement; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the VRDP Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Control Transaction means any of the following transactions or any combination thereof:

  • Merger Event shall have the meaning specified in Section 14.07(a).

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Offer Deadline means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change in Control Transaction means the occurrence of any of the following events: