Offer

Offer. Means a tender offer or an exchange offer for shares of the Company's Stock.

Offer. Shall have the meaning set forth in the preamble hereto

Offer. Means a written notice of any proposed or intended issuance, sale or exchange of Offered Securities containing the information specified in Section 3.1(a).

Offer. Shall mean a written proposal delivered to the Company by (i) a Grandfathered Person who is not an Acquiring Person, or (ii) any Person who both beneficially owns 5% or less of the outstanding shares of Common Stock as of the date such proposal is delivered to the Company and as of the date of any Special Meeting, as herein defined and who has not within one year prior to the delivery of such written proposal beneficially owned in excess of 5% of the outstanding shares of Common Stock and as to... both (i) and (ii) has not publicly disclosed, or caused the public disclosure of, any intention which relates to or would result in the acquisition of influence or control of the Company (such Person in either (i) or (ii) being referred to as an "Offeror"), and which proposal: (i) provides for the acquisition of all of the outstanding shares of Common Stock held by any Person other than the Offeror and its Affiliates for cash or immediately marketable publicly traded securities at a price which is at least 15% higher than the "current market price" per share of Common Stock on the day immediately preceding the date on which the Offeror's proposal is delivered to the Company (as determined pursuant to Section 11(d)(i) hereof for the purposes of computations made pursuant to Section 11(a)(iii) hereof, but utilizing the ten (10) consecutive Trading Days immediately preceding the date on which the Offeror's proposal is delivered to the Company); (ii) states that the Offeror has obtained written financing commitments from recognized financing sources, and/or has on hand cash or cash equivalents, for the full amount of all financing necessary to consummate the Offer (including amounts necessary to refinance any indebtedness of the Company or its subsidiaries which will become due upon consummation of the Offer); (iii) submits a fairness opinion from a nationally recognized investment banker stating that from a financial point of view, the consideration to be offered to the stockholders of the Company is fair; and (iv) requests the Company to call a special meeting of the holders of Common Stock for the purpose of voting on a resolution requiring the Board of Directors to redeem the Rights and contains a written agreement of the Offeror to pay half of the Company's costs of such special meeting (inclusive of the Company's costs of preparing and mailing proxy material for its own solicitation). View More

Offer. Has the meaning specified in the recitals hereto. 2

Offer. Shall have the meaning set forth in Paragraph 17(b)(i).

Offer. An offer to sell Shares made in accordance with Paragraph 2 of this Agreement.

Offer. Shall mean any tender offer or exchange offer for Shares, other than one made by the Company, including all amendments and extensions of any such Offer.

Offer. Shall have the meaning set forth in the Recitals.

Offer. Means a cash tender offer made by the Purchaser (the "Offer") to acquire all of the Company Shares that are issued and outstanding for $8.25 per Share net to the seller in cash, without interest, upon the terms and subject to the conditions of the Merger Agreement.