Common use of Superior Offer Clause in Contracts

Superior Offer. “Superior Offer” shall mean an unsolicited bona fide written Acquisition Proposal that the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing, termination fee, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board 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 transaction contemplated by this Agreement (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer”, the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”

Superior Offer. “Superior Offer” shall mean an unsolicited a bona fide written Acquisition Proposal that the Company Board of Directors determines, in its good faith judgment, after consultation with its the Company’s outside legal counsel and its financial advisoradvisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing, termination fee, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company 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 transaction contemplated by this Agreement Transactions (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i5.1(b)(i)); provided that (x) for purposes of the definition of “Superior Offer”, ,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “80100%” and (y) the reference to “license”, “partnership”, “collaboration” and “revenue-sharing arrangement” in the definition of Acquisition Proposal shall be disregarded and deemed deleted.”

Superior Offer. “Superior Offer” shall mean an unsolicited unsolicited, bona fide written Acquisition Proposal that Proposal, which the board of directors of the Company Board determines, determines in its good faith judgmentfaith, after consultation with its outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legalthe advice of DBO, regulatory and financing aspects (including certainty or another independent financial advisor of closing, termination fee, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed) of the proposal nationally recognized reputation and the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board deems relevantCompany’s outside legal counsel, and if consummated, would result in a transaction is: (i) more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the transaction contemplated by terms of the Merger, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making the proposal (including any changes to the terms of this Agreement (including after giving effect to proposals, if any, made proposed by Parent pursuant to Section 6.1(b)(i)the Company in response to such proposal or otherwise, and any fees payable by the Company hereunder); provided and (ii) is reasonably likely to be consummated on the terms proposed; provided, that for purposes of the this definition of “Superior Offer”” and the definition of “Acquisition Proposal” as used in this definition, the references to “15%” % in the definition of Acquisition Proposal Transaction shall be deemed to be references to “8050%.”

Superior Offer. “Superior Offer” shall mean an unsolicited unsolicited, bona fide written Acquisition Proposal not resulting from a breach of Section 5.3 on terms that the Board of Directors of the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisoradvisor 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 financing and certainty of closing, termination fee, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company 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 transaction transactions contemplated by this Agreement (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i))Agreement; provided that for purposes of the definition of “Superior Offer”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”