Value Enhancement Procedures definition

Value Enhancement Procedures means:
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Value Enhancement Procedures shall have the meaning set forth in Section 23(c) hereof.
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Value Enhancement Procedures means (i) the selection by the Board of an independent financial advisor (the "Independent Advisor") from among financial advisors which have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any Affiliate of any such party or of any director (other than the Company and its Subsidiaries); (ii) whether or not there is a then-pending Affected Transaction, the receipt by the Board from its Independent Advisor of (A) such advisor's view (expressed in such form and subject to such qualifications and limitations as the Independent Advisor deems appropriate) regarding whether redemption of the Rights will serve the best interests of the Company and its stockholders or (B) such advisor's statement that it is unable to express such a view, setting forth the reasons therefor; and (iii) if there is a then-pending Affected Transaction, (A) the establishment and implementation by the Board, with the advice of its Independent Advisor, of a process and procedures which the Board and such advisor conclude would be most likely to result in the best value reasonably available to stockholders (regardless of whether such Affected Transaction involves a "sale of control" or "break-up" of the Company for Delaware law purposes), (B) the Board (x) receiving the opinion of its Independent Advisor, in customary form and content for transactions of the type involved, that the Affected Transaction is fair to the Company's stockholders from a financial point of view and (y) determining, and the Independent Advisor confirming, that it has no reason to believe that a superior transaction is reasonably available for the benefit of the Company's stockholders, and (C) the execution of a definitive transaction agreement and other definitive documentation necessary to effect the Affected Transaction.
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More Definitions of Value Enhancement Procedures

Value Enhancement Procedures means: (1) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any
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Value Enhancement Procedures shall have the meaning set forth in Section 23(d) hereof.
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Related to Value Enhancement Procedures

  • Settlement Procedures means the Settlement Procedures attached hereto as Exhibit A.

  • AML/KYC Procedures means the customer due diligence procedures of a Reporting Finnish Financial Institution pursuant to the anti-money laundering or similar requirements of Finland to which such Reporting Finnish Financial Institution is subject.

  • Administrative Procedures means the Administrative Procedures of Minnesota Management & Budget developed in accord with M.S. 43A.04, subdivision 4.

  • Settlement Procedures Timetable For offers to purchase Certificated Notes accepted by the Company, Settlement Procedures A through F set forth above shall be completed as soon as possible following the trade but not later than the respective times (New York City time) set forth below: Settlement Procedure Time ---------- ----

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  • Enforcement Procedures means the procedures for the enforcement of Mortgages from time to time in accordance with the relevant Seller’s Policy;

  • Auction Procedures means the auction procedures constituting Part II of the form of Statement as of the filing thereof.

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  • customs procedures means the treatment applied by the customs administration of each Party to goods which are subject to customs control.

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  • Acceptable earned value management system means an earned value management system that generally complies with system criteria in paragraph (b) of this clause.

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  • Reconciliation Procedures means those procedures set forth in Section 7.09 of this Agreement.

  • appropriate procedures means procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards, if known, in place at the time of the occurrence.

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  • Treatment program means an abstinence based program or facility that is accredited by any of the following:

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