Permitted Offer

Permitted Offer. Shall mean a tender or exchange offer which is for all outstanding Common Shares at a price and on terms determined, prior to the purchase of shares under such tender or exchange offer, by at least a majority of the members of the Board of 3 Directors who are not officers of the Corporation and who are not Acquiring Persons or Affiliates, Associates, nominees or representatives of an Acquiring Person, to be adequate (taking into account all factors... that such Directors deem relevant including, without limitation, prices that could reasonably be achieved if the Corporation or its assets were sold on an orderly basis designed to realize maximum value) and otherwise in the best interests of the Corporation and its stockholders (other than the Person or any Affiliate or Associate thereof on whose basis the offer is being made) taking into account all factors that such directors may deem relevant. View More

Permitted Offer. Shall mean a tender or exchange offer for all the outstanding shares of Voting Stock at a price and on terms that a majority of the members of the Board who are independent from the Acquiring Person or the person making the offer determines to be fair to and otherwise in the best interest of the Company and its shareholders.