Financially Superior Proposal means an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) will result in a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Acquisition Proposal. As used herein, "Material Subsidiary" means any Subsidiary of the Company whose consolidated revenues, net income or assets constitute 20% or more of the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole. Nothing in this Agreement, including Section 6(g), shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure required by an applicable Law.
Financially Superior Proposal means an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) is likely to result in a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Proposal. As used herein, "Material Subsidiary" means any Subsidiary whose consolidated revenues, net income or assets constitutes 30% or more of the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole. Nothing contained in this Section 7.5 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure required by applicable law. As used herein, an "Acceptable Confidentiality Agreement" shall mean a confidentiality agreement substantially similar to the Confidentiality Agreement; provided that it may contain standstill provisions different than in the Confidentiality Agreement if the Board of Directors of the Company determines its fiduciary duties so require; provided further that, if such executed Acceptable Confidentiality Agreement does not contain any standstill restrictions or contains standstill restrictions less restrictive than those in the Confidentiality Agreement or contains standstill restrictions which are then waived or not enforced by the Company, then Alcatel shall similarly be released from the standstill restrictions in the Confidentiality Agreement or the standstill restrictions in the Confidentiality Agreement shall automatically be modified to be no more restrictive than those contained in the executed Acceptable Confidentiality Agreement or the Company shall waive and not enforce the standstill restrictions in the Confidentiality Agreement.
Examples of Financially Superior Proposal in a sentence
As used herein, a "Financially Superior Proposal" shall mean an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) will result in a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Acquisition Proposal.