Superior Transaction. (a) Notwithstanding any other provision of this Support Agreement, the Companies are only permitted to negotiate a bona fide, unsolicited proposal and to enter into a transaction in respect of any such proposal, if the Boards, following receipt of advice from legal and financial advisors, determine that such proposal would reasonably be expected to result in a Superior Transaction.
Superior Transaction. Subject to the LLC Agreement and notwithstanding anything to the contrary in this Agreement, in the event that the Merger Agreement is terminated pursuant to Section 9.01(d)(i) of the Merger Agreement, and the Company concurrently enters into a definitive agreement with respect to the Superior Proposal (whether for cash or non-cash consideration) that was the basis for invoking Section 9.01(d)(i) (or, if thereafter (in one or more iterations) the Company subsequently terminates the definitive agreement for a Superior Proposal (in accordance with the terms thereof) and concurrently enters into a further definitive agreement for an alternative Superior Proposal, as a result of a determination by the Company Board (upon the recommendation of the Transactions Committee) that the proposed alternative transaction contemplated by such subsequent definitive agreement meets the definition of a Superior Proposal with respect to previously entered definitive agreement) (the then-applicable transaction contemplated by a definitive agreement in effect as described above, a “Superior Transaction”), then Stockholder agrees that, during the Extension Period:
Superior Transaction. 6.1(l)(iii) Subsidiary...................................................................4.4
Superior Transaction. 5.8(d) Surviving Corporation.........................................1.1
Superior Transaction. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by the Company at any time prior to the completion of the Subscription Period in order to enter into a definitive agreement to effect a Superior Transaction; provided, that prior to or concurrently with such termination the Company shall pay to each Purchaser any Expense Reimbursement amounts that have not been paid theretofore and prior to or concurrently with such termination, the Company shall pay to Investor an amount in cash equal to $2,450,000.
Superior Transaction. The Company may furnish or cause to be furnished information concerning the Company and its business, properties or assets to any Person (each a “Potential Investor”) that expresses a bona fide interest in, as well as provides to the Company reasonable evidence of such Person’s financial ability and wherewithal to consummate, a superior transaction to the Plan. Following receipt of a proposal or offer related to a superior transaction to the Plan from a Potential Investor, the Company (i) may negotiate and discuss such proposal or offer with the Potential Investor; (ii) shall disclose the terms and conditions of such proposal or offer to the Consenting Noteholders subject to any confidentiality agreements with the Consenting Noteholders; and, (iii) if applicable, may disclose to the Bankruptcy Court and any statutory committee formed in the Chapter 11 Cases. In the event that the board of directors of the Company determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such proposal or offer (i) is reasonably capable of being completed, taking into account all financial, legal, regulatory, financing and other aspects of such proposal or offer, and (ii) provides a higher and better recovery to the Debtors’ creditors (a “Superior Transaction”), the Company may immediately terminate its obligations under this Plan Support Agreement by written notice to the Consenting Noteholders. [Signature Pages Follow] EXHIBIT A: PLAN TERM SHEET
Superior Transaction. If the Purchase Agreement is validly terminated in accordance with Section 10.1(h) of the Purchase Agreement, then Buyer shall be entitled to a fee of $400,000 and payment of Buyer Expenses up to a maximum of $300,000. If the Fee is or becomes payable under subsection (a) above, it shall be reduced by any amounts paid pursuant to this subsection (c).
Superior Transaction. (a) Except as otherwise expressly provided in this Section 11 or with the prior written consent of the Majority Initial Consenting Debtholders, the Concordia Parties shall not, and shall not cause or allow any other subsidiaries or affiliates, agents or representatives to, directly or indirectly, commence, consummate an agreement to commence, make, seek, solicit, assist, initiate, encourage, facilitate, propose, file, support, or initiate any discussions or negotiations regarding any alternative offer, restructuring, sale of assets, merger, workout, plan of arrangement or plan of reorganization other than the CBCA Plan.
Superior Transaction. By the SF General Partner acting through the Special Committee if the Special Committee determines that a Possible Alternative would constitute a Superior Transaction.
Superior Transaction. Notwithstanding the foregoing, -------------------- nothing in this Agreement shall prevent any of the PRO DUCT Parties from (A) providing information in response to a request therefor by a Third Party Acquiror who has made an unsolicited bona fide written proposal for an Acquisition Transaction, (B) engaging in any negotiations or discussions with any Third Party Acquiror who has made an unsolicited bona fide written proposal for an Acquisition Transaction, or (C) recommending such an Acquisition Transaction to the Stockholders if (i) in each such case the Board of Directors of PRO DUCT determines in good faith that such action is likely to be required for its directors to comply with their respective fiduciary duties under applicable law and (ii) the Board of Directors determines in good faith that such Acquisition Transaction, if accepted, is reasonably likely to be consummated, taking into account legal, financial and regulatory aspects of the proposal and the Third Party Acquiror making the proposal and would, if consummated, result in a transaction more favorable to the Stockholders from a financial point of view than the transactions contemplated by this Agreement (any such favorable Acquisition Transaction being referred to herein as a "Superior Transaction"). --------------------
