Takeover Proposal

Takeover Proposal. Provided in the Merger Agreement

Takeover Proposal. An offer or proposal from any Person with respect to a Change of Control Transaction.

Takeover Proposal. Means a proposal or offer, or indication of interest in making a proposal or offer, from any Person (other than a party to the Merger Agreement) relating to any (a) direct or indirect acquisition of equity or assets of the specified party equal to fifty percent (50%) or more of the fair market value of such party's consolidated assets or to which fifty percent (50%) or more of such party's net revenues or net income on a consolidated basis are attributable, (b) direct or indirect acquisition of... fifty percent (50%) or more of the voting equity interests of such party, (c) tender offer or exchange offer that if consummated would result in any Person beneficially owning (within the meaning of Section 13(d) of the Exchange Act) fifty percent (50%) or more of the voting equity interests of such party, (d) merger, consolidation, other business combination or similar transaction involving such party, pursuant to which the holders of shares of such party immediately prior to such transaction own, in the aggregate, less than eighty percent (80%) of the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation thereof; provided that the consummation of the transactions contemplated by such proposal or offer are conditioned on the termination of the Merger Agreement, or (e) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of such party or the declaration or payment of an extraordinary dividend (whether in cash or other property) by such party. View More