Superior Proposal definition

Superior Proposal has the meaning set forth in Section 5.09(a).
Superior Proposal has the meaning set forth in Section 6.06.
Superior Proposal shall have the meaning set forth in Section 5.3(g).

Examples of Superior Proposal in a sentence

  • Notwithstanding the foregoing, the restrictions set forth in this Section 5.7 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal, a Change of Board Recommendation or an Intervening Event or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the Transactions.


More Definitions of Superior Proposal

Superior Proposal means an Acquisition Proposal that the Board of Directors of the Company determines in the good faith exercise of its business judgment (after consultation with the Company's independent financial advisors) to be more favorable to the Company's stockholders than the Merger.
Superior Proposal shall have the meaning set forth in Section 10.01.
Superior Proposal means a bona fide Acquisition Proposal to purchase or otherwise acquire directly or indirectly, including by means of a merger, takeover bid, amalgamation, plan of arrangement, business combination or similar transaction, (i) not less than all of the Common Shares (other than Common Shares beneficially owned by the party making such Acquisition Proposal), or (ii) not less than all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, that, in either case:
Superior Proposal shall have the meaning set forth in Section 6.6(b).
Superior Proposal means any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the shares of Company Common Stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Offer and the Merger.
Superior Proposal has the meaning set forth in Section 3.4(b)(v)(A);
Superior Proposal has the meaning given to the term in Section 5.7(a)(ii) of this Agreement.