Common use of Superior Offer Clause in Contracts

Superior Offer. “Superior Offer” shall mean an unsolicited bona fide written offer or proposal by a third party to enter into (a) a merger, consolidation, recapitalization, exchange offer or similar transaction as a result of which either (x) the stockholders of the Company prior to such transaction in the aggregate cease to own at least fifty percent (50%) of the voting securities of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof) or (y) a Person or “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) directly or indirectly acquires beneficial or record ownership of securities representing fifty percent (50%) or more of the Company Common Stock and Company Preferred Stock, taken together on an as-converted basis or (b) a sale, exclusive