Third Party Proposal definition

Third Party Proposal has the meaning set forth in Section 4.9. --------------------

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Third Party Proposal shall have the meaning as set forth in Section 28.1.

Third Party Proposal means a bona fide proposal from a third party, which proposal did not result from a breach of this Section 6.2(a) and which third party the Board of Directors of the Company determines in good faith (after consultation with AH&H or another financial advisor of nationally recognized reputation) to be reasonably capable of completing a Superior Proposal (as defined in Section 9.1(d)). For purposes of this Agreement, an "Alternative Transaction" means any direct or indirect acquisition or purchase of assets of the Company and its Subsidiaries, taken as a whole, outside the ordinary course of business or outstanding equity securities of the Company or any Subsidiary, any tender offer or exchange offer that if consummated would result in any person beneficially owning equity securities of the Company or any merger, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction that would result in the acquisition of the Company or any Subsidiary, other than the transactions contemplated by this Agreement and other than the acquisition of Shares pursuant to the exercise of Company Stock Options or Warrants which are issued and outstanding as of the date hereof.

Examples of Third Party Proposal in a sentence

• For purposes of this Agreement, a "Third Party Proposal" means a bona fide proposal from a third party, which proposal did not result from a breach of this Section 6.2(a) and which third party the Board of Directors of the Company determines in good faith (after consultation with AH&H or another financial advisor of nationally recognized reputation) to be reasonably capable of completing a Superior Proposal (as defined in Section 9.1(d)).

• Within forty-five (45) days after the receipt of the Notice of Transfer, Stone, by itself of its Affiliates, may, but without being forced to, notify the Selling Shareholder in written about its decision to exercise its Preemptive Right upon sending a notice in written to the Offering Shareholder that informs its decision to acquire the Offered Shares under the terms of the Third Party Proposal and the Notice of Transfer (“Notice of Exercise do Preemptive Right”).

• The Major Transaction Notice shall include the following information: (i) the identity of the Acquiror (if known) and (ii) the specific terms of the Third Party Proposal, the Company Proposal, or the Company Auction, as the case may be.

• Further, the Company shall provide a true and complete copy of the Third Party Proposal or the Company Proposal, as the case may be, if in writing, or a written summary of the material terms thereof if such Third Party Proposal or Company Proposal, as the case may be, is not in writing, as well as access to (and copies of, if requested) all documents containing nonpublic information of the Company that are or have been supplied to the Acquiror.

• If Borrower Party receives a Third Party Proposal during the Proposal Period, and if such Third-Party Proposal is “Competitive With” (as defined below) Lender’s Proposal, then within three (3) Business Days of Borrower Party’s receipt of such Third-Party Proposal, Borrower shall furnish to Lender a copy of such Third-Party Proposal (subject to any confidentiality restrictions to which Borrower Party may be subject thereunder).

More Definitions of Third Party Proposal

Third Party Proposal means any expression of interest, proposal or offer by any Person (other than Constellation or an Affiliate of Constellation) to evaluate or enter into any transaction which is similar to the Transaction or under which:

Third Party Proposal means a proposal by a Person which is a Third Party as to each Member Group to cause the Partnership to engage in an Extraordinary Transaction.

Third Party Proposal means a Third Party Tender Offer or other bona fide proposal by a Third Party which, if consummated, would result in a Change in Control of the Company.

Third Party Proposal means: any written offer with respect to any: (i) merger, consolidation, other business combination or similar transaction involving NeoGenomics or any of its subsidiaries; (ii) sale, lease, license or other disposition, directly or indirectly, whether by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of NeoGenomics (including equity interests of any of its subsidiaries) or any subsidiary of NeoGenomics representing fifty percent (50%) or more of the consolidated assets, revenues or net income of NeoGenomics and its subsidiaries; (iii) sale, lease, license or other disposition, directly or indirectly, of all or substantially all of NeoGenomics’ assets that are used in designing, developing, validating, marketing, selling, performing or billing for the Melanoma LDT; (iv) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of equity interests representing fifty percent (50%) or more of the voting power of NeoGenomics; (v) transaction or series of transactions in which any Third Party would acquire beneficial ownership or the right to acquire beneficial ownership, or any group (each as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) has been formed which beneficially owns or has the right to acquire beneficial ownership, of equity interests representing fifty percent (50%) or more of the voting power of NeoGenomics; or (vi) any combination of the foregoing.

Third Party Proposal means any Contract, proposal or offer (including any proposal or offer to the stockholders of the Company) with respect to a proposed or potential Acquisition Transaction. “Acquisition Transaction” means: (A) any sale, lease or other disposition, direct or indirect (and however structured), of any business or assets of the Company and/or any of its Subsidiaries (which business or assets represent 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, taken as a whole), (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a third party beneficially owning 15% or more of any class of securities of the Company, (C) a merger, consolidation, share exchange, business combination, reorganization, joint venture, recapitalization, liquidation, dissolution or other similar transaction involving the Company and/or any of its Subsidiaries (which Subsidiaries represent 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, taken as a whole), (D) the issuance, sale or other disposition, direct or indirect (and however structured), of securities (or securities or other rights convertible into, or exercisable or exchangeable for, such securities) representing 15% or more of the voting power or capital stock of the Company and/or any of its Subsidiaries (which Subsidiaries represent 15% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, taken as a whole) or (E) any combination of the foregoing (other than the Merger or any other transaction by or on behalf of Parent or Merger Sub).

Third Party Proposal means a bona fide proposal from a third party, which proposal did not result from a breach of Section 5.4(a) and which third party the Board of Directors of the Parent determines in good faith has the capacity and is reasonably likely to consummate a Superior Proposal.

Third Party Proposal means any proposal submitted by any Person, other than the Board or management of the Corporation, to the shareholders of the Corporation relating to the election of directors of the Corporation or any other matter.