Transaction Proposal definition

Transaction Proposal has the meaning specified in Section 8.02(c).

Transaction Proposal has the meaning set forth in Section 6.6(a) hereof.

Transaction Proposal means any unsolicited written bona fide proposal made by a third party relating to (i) any direct or indirect acquisition or purchase of all or substantially all assets of the Company, (ii) any direct or indirect acquisition or purchase of a majority of the combined voting power of the Shares, (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company in which the other party thereto or its stockholders will own 51% or more of the combined voting power of the parent entity resulting from any such transaction, or (iv) any other transaction that is inconsistent with the intent and purpose of this Agreement.

Examples of Transaction Proposal in a sentence

• During the No Negotiation Period, the Company shall promptly notify the Investor of any Transaction Proposal, or any inquiry or contact with any Person with respect thereto, is made and shall promptly provide the Investor with such information regarding such Transaction Proposal, inquiry or contact as the Investor may request.

• The Company shall immediately cease and cause to be terminated all ongoing contacts or negotiations, if any, with respect to any Transaction Proposal.

• The Company will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of any Alternative Transaction Proposal to return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries.

• If Dell elects to become, or to have any of its Affiliates become, the purchaser, Dell shall deliver a written notice (the “Dell Proposal Notice”) to the Company of such election within five business days of the end of the Right of First Negotiation Period (such five-business day period, the “Extraordinary Transaction Proposal Review Period”).

• To complete the Transactions, the Company’s stockholders must approve the Transaction Proposal.

More Definitions of Transaction Proposal

Transaction Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving the Company or any subsidiary of the Company or the acquisition of any equity interest in, or the sale of a substantial portion of the assets of, the Company or any such subsidiary, except for the transactions contemplated hereby.

Transaction Proposal shall have the meaning set forth in Section 4.19.

Transaction Proposal means any bona fide inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of more than 50% of the aggregate assets of the Company and its subsidiaries, taken as a whole, or more than 50% of the voting power of the shares of Company Common Stock then outstanding or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by this Agreement.

Transaction Proposal means any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, any (i) direct or indirect acquisition or sale of substantially all of the assets of the Company, (ii) license or grant of rights to any Collaboration Party to use, develop or commercialize a Product Candidate or any of the Company Intellectual Property, or (iii) direct or indirect acquisition of a majority of the Capital Stock of the Company (whether through a share purchase, merger, consolidation, business combination, recapitalization or similar transaction involving the Company), in each case that the Board of Directors of the Company, determines, in its sole discretion and in accordance with its fiduciary duties, is an acceptable offer for the assets or Capital Stock, as applicable, and in each case other than (A) the Warrant Exercise Closing and the other transactions contemplated by this Warrant or (B) [****].

Transaction Proposal. 16.3 "Transfer" 16.1 "Transferee Terms" 16.4 "Transferring Shareholder" 16.4

Transaction Proposal means any inquiry, proposal or offer from any Third Party relating to an acquisition or lease of all or substantially all of the Transferred Assets.

Transaction Proposal means any proposal (other than any proposal by Purchaser or its Affiliates) regarding (i) any merger, consolidation, share exchange, business combination or other similar transaction or series of related transactions involving the Company or a subsidiary of the Company (other than a merger involving a newly- formed subsidiary of the Company in order to effect an acquisition permitted under Section 5.4(g)); (ii) any sale, lease, exchange, transfer or other disposition of more than twenty percent (20%) of the assets of the Company or any subsidiary of the Company; (iii) any acquisition of a substantial equity interest in the Company or any equity interest in any of its subsidiaries (with "substantial equity interest" meaning (a) in the case of an institutional investor acquiring such interest for investment purposes only, equity interests representing at least 20% of the Company's outstanding capital stock (by voting power or otherwise) prior to such investment and (b) in any other case, at least 10% of the Company's outstanding capital stock (by voting power or otherwise) prior to such investment); (iv) any offer to purchase (whether from the Company or otherwise), tender offer, exchange offer or similar transaction involving the capital stock of the Company or any subsidiary of the Company; and (v) a liquidation or dissolution of the Company.