Qualifying Proposal

Qualifying Proposal. Means a Company Takeover Proposal with respect to which the Company has delivered to Parent either a Notice of Company Recommendation Change or a Notice of Superior Proposal, in each case, prior to 11:59 p.m., New York City time, on the Final Date.

Qualifying Proposal. Means a sale of securities in the manner and using the placement agent discussed with the Investor prior to May 18, 2007 of at least $25 million in which (i) each purchaser (when taken together with all of such purchaser's Affiliates) purchases an amount of Common Stock (including, for purposes hereof, securities convertible into or exercisable for Common Stock) that is less than 9.9% of the Public Float of the Company and (ii) the placement agent has used its commercially reasonable... best efforts to provide that for each purchaser agreeing to purchase more than 4.9% of the Public Float, there is at least one purchaser who (when taken together with all of such purchaser's Affiliates) purchases a number of shares of Common Stock equal to 4.9% or less of the Public Float. View More