Alamos Superior Proposal definition

Alamos Superior Proposal means any bona fide unsolicited written Acquisition Proposal made by an arm’s length third party after the execution of this Agreement to acquire all or substantially all of the assets of Alamos (on a consolidated basis) or 100% of the Alamos Shares not beneficially owned by the party making such Acquisition Proposal and any joint actor or any of their respective affiliates, whether by way of a single or multistep transaction or a series of related transactions, and that is conditional on the Arrangement not being completed and that the Alamos Board determines in its good faith (based upon advice from its financial advisors and outside legal counsel), as reflected in the minutes of the Alamos Board (a copy of which minutes shall be provided to Richmont promptly after such determination by the Alamos Board): (i) complies with Securities Laws and did not result from a breach of Article 6 of this Agreement or any agreement between the Person making such Acquisition Proposal and Alamos; (ii) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (iii) is not subject to any financing condition; (iv) is not subject to a due diligence or access to information condition; (v) in the case of an offer to acquire all of the issued and outstanding Alamos Shares, is made available to all Alamos Shareholders (other than the party making such proposal) on the same terms and conditions (including as to the form and amount of consideration); (vi) would, if consummated in accordance with its terms, but not assuming away any risk of non-completion, result in a transaction more favourable to the Alamos Shareholders from a financial point of view than the terms of the Arrangement (including any adjustment to such terms proposed by Richmont as contemplated by Section 6.2(b)); and (vii) is such that failure to recommend such Acquisition Proposal to the Alamos Shareholders would be inconsistent with the Alamos Board’s fiduciary duties under applicable Law;
Sample 1
Alamos Superior Proposal means any bona fide unsolicited written Acquisition Proposal made by an arm’s length third party after the execution of this Agreement to acquire all or substantially all of the assets of Alamos (on a consolidated basis) or 100% of the Alamos Shares not beneficially owned by the party making such Acquisition Proposal and any joint actor or any of their respective affiliates, whether by way of a single or multistep transaction or a series of related transactions, and that is conditional on the Arrangement not being completed and that the Alamos Board determines in its good faith (based upon advice from its financial advisors and outside legal counsel), as reflected in the minutes of the Alamos Board (a copy of which minutes shall be provided to Richmont promptly after such determination by the Alamos Board): (i) complies with applicable securities laws and did not result from a breach of Article 6 of the Arrangement Agreement or any agreement between the Person making such Acquisition Proposal and Alamos; (ii) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (iii) is not subject to any financing condition; (iv) is not subject to a due diligence or access to information condition; (v) in the case of an offer to acquire all of the issued and outstanding Alamos Shares, is made available to all Alamos Shareholders (other than the party making such proposal) on the same terms and conditions (including as to the form and amount of consideration); (vi) would, if consummated in accordance with its terms, but not assuming away any risk of non-completion, result in a transaction more favourable to the Alamos Shareholders from a financial point of view than the terms of the Arrangement (including any adjustment to such terms proposed by Richmont as contemplated by Section 6.2(b) of the Arrangement Agreement); and (vii) is such that failure to recommend such Acquisition Proposal to the Alamos Shareholders would be inconsistent with the Alamos Board’s fiduciary duties under applicable law;
Sample 1

Examples of Alamos Superior Proposal in a sentence

  • In certain limited circumstances, including if one of AuRico or Alamos enters into an agreement regarding an AuRico Superior Proposal or an Alamos Superior Proposal, the party entering into the agreement regarding the AuRico Superior Proposal or the Alamos Superior Proposal will be required to pay the other party a Termination Payment.

Related to Alamos Superior Proposal

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

  • Competing Proposal shall have the meaning set forth in Section 6.5(f)(i).

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • Integration Proponent means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement; "iron ore" includes, without limitation, beneficiated ore; "laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Xxxxx Xxx 0000 (Commonwealth);

  • Parent Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of the Company or any of its Subsidiaries) contemplating or otherwise relating to any Parent Acquisition Transaction.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Change Proposal means a proposal (in the standard form) for any alteration of, or addition to, or omission from, the Contractor’s Brief or any change in the design, quality or quantity of the Works put forward by the Contractor or the Commercial Officer;