Adverse Recommendation Change shall have the meaning set forth in Section 6.5(d).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Company Recommendation has the meaning set forth in Section 5.3(b).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Acquisition Proposal has the meaning set forth in Section 5.03(a).
ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;
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 has the meaning set forth in Section 5.09(a).
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
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.
Proposal means the Technical Proposal and the Financial Proposal.
Alternative Proposal has the meaning set forth in Section 6.2(b).
Business Combination Proposal has the meaning set forth in Section 5.8.
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.
Competing Proposal shall have the meaning set forth in Section 6.5(f)(i).
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.
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.
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).
Transaction Proposal has the meaning specified in Section 8.02(c).
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
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.