Higher Acquisition Proposal definition
Higher Acquisition Proposal means an Acquisition Proposal made by one or more persons which are not affiliates of the Company, Whitehall or the Managing Member with respect to a McNeil Partnership, which the Company and the general partner of such McNeil Partnership jointly determine to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Merger and the other transactions contemplated by this Agreement with respect to such McNeil Partnership; provided, however, that the payment of the Partnership Break-Up Fee by such person(s) shall not be taken into consideration in determining whether or not such Acquisition Proposal is more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Merger and the other transactions contemplated by this Agreement with respect to such McNeil Partnership; provided further, however, that if the Company and the general partner of the applicable McNeil Partnership are unable to reach agreement as to whether or not such Acquisition Proposal is more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Merger and the other transactions contemplated by this Agreement with respect to such McNeil Partnership within three (3) business days of such McNeil Partnership's execution of definitive documents relating to such Acquisition Proposal, then the Company and such McNeil Partnership agree to submit such dispute to the Financial Advisor whose determination shall be final and binding upon all of the parties hereto.
Higher Acquisition Proposal means an Acquisition Proposal made by one or more persons which are not affiliates of the Company, Whitehall or the Managing Member with respect to a ▇▇▇▇▇▇ Partnership, which the Company and the general partner of such ▇▇▇▇▇▇ Partnership jointly determine to be more favorable to the limited partners of such ▇▇▇▇▇▇ Partnership from a financial point of view than the Merger and the other transactions contemplated by this Agreement with respect to such ▇▇▇▇▇▇ Partnership; provided, however, that the payment of the Partnership Break-Up Fee by such person(s) shall not be taken into consideration in determining whether or not such Acquisition Proposal is more favorable to the limited partners of such ▇▇▇▇▇▇ Partnership from a financial point of view than the Merger and the other transactions contemplated by this Agreement with respect to such ▇▇▇▇▇▇ Partnership; provided further, however, that if the Company and the general partner of the applicable ▇▇▇▇▇▇ Partnership are unable to reach agreement as to whether or not such Acquisition Proposal is more favorable to the 133 limited partners of such ▇▇▇▇▇▇ Partnership from a financial point of view than the Merger and the other transactions contemplated by this Agreement with respect to such ▇▇▇▇▇▇ Partnership within three (3) business days of such ▇▇▇▇▇▇ Partnership's execution of definitive documents relating to such Acquisition Proposal, then the Company and such ▇▇▇▇▇▇ Partnership agree to submit such dispute to the Financial Advisor whose determination shall be final and binding upon all of the parties hereto.
Higher Acquisition Proposal means an Acquisition Proposal made by one or more persons which are not affiliates of the Company, Whitehall or the Managing Member with respect to a McNeil Partnership, which the C▇▇▇▇▇▇ and the general partner of such McNeil Partnership jointly deter▇▇▇▇ ▇o be more favorable to the limited partners of such McNeil Partnership from a finan▇▇▇▇ ▇oint of view than the Merger and the other transactions contemplated by this Agreement with respect to such McNeil Partnership; provided, h▇▇▇▇▇▇, that the payment of the Partnership Break-Up Fee by such person(s) shall not be taken into consideration in determining whether or not such Acquisition Proposal is more favorable to the limited partners of such McNeil Partnership from a finan▇▇▇▇ ▇oint of view than the Merger and the other transactions contemplated by this Agreement with respect to such McNeil Partnership; provided f▇▇▇▇▇▇, however, that if the Company and the general partner of the applicable McNeil Partnership are unable to ▇▇▇▇▇ agreement as to whether or not such Acquisition Proposal is more favorable to the limited partners of such McNeil Partnership from a finan▇▇▇▇ point of view than the Merger and the other transactions contemplated by this Agreement with respect to such McNeil Partnership within three (▇) ▇usiness days of such McNeil Partnership's execution ▇▇ ▇▇finitive documents relating to such Acquisition Proposal, then the Company and such McNeil Partnership agree to sub▇▇▇ ▇▇ch dispute to the Financial Advisor whose determination shall be final and binding upon all of the parties hereto.
Examples of Higher Acquisition Proposal in a sentence
With respect to a determination of the CPA Firm pursuant to Section 2.4(b) hereof and the determination of the Financial Advisor with respect to a Higher Acquisition Proposal, each party hereto agrees that such determination shall be final and binding upon such party.
Any payment required to be made pursuant to clause (i) of the first sentence of this Section 9.5(b) shall be made not later than the earlier of (A) ninety (90) days after the date of the termination of this Agreement pursuant to Section 9.3(a) hereof and (B) three (3) business days after the date on which a definitive agreement relating to a Higher Acquisition Proposal is entered into.
Any payment ▇▇▇▇ired to be made pursuant to clause (i) of the first sentence of this Section 9.5(b) shall be made not later than the earlier of (A) ninety (90) days after the date of the termination of this Agreement pursuant to Section 9.3(a) hereof and (B) three (3) business days after the date on which a definitive agreement relating to a Higher Acquisition Proposal is entered into.