Common use of Superior Offer Clause in Contracts

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereof; provided that for purposes of the definition of “Superior Offer,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereoftransaction contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereoftransaction contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closingfinancing, if applicable, and likelihood of consummation) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereoftransactions contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders shareholders (solely in their capacity as such, and excluding the Rollover Investors) from a financial point of view than the Transactions and any revised items thereoftransaction contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “8050%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board did not result from or arise in connection with a material breach of Directors Section 5.3 of the Agreement and that the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisor, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Company Board of Directors deems relevant, and if consummated, would result in a transaction is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and (after giving effect to any revised items thereofproposals made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “8090%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Company’s Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders shareholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereoftransaction contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, taking into Table of Contents account all legal, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereoftransaction contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean means a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and a its financial advisor of nationally recognized reputationadvisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closingclosing and certainty of financing, if applicable) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions and any revised items thereoftransaction contemplated by this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”