Higher and Better Offer definition

Higher and Better Offer means a bona fide, written Acquisition Proposal that did not result from Seller’s breach of Section 5.1(a) for an Alternative Transaction on terms that the board of directors (or comparable governing body) of Seller determines in good faith, after consultation with its financial advisor and outside legal counsel, (i) constitutes a higher and otherwise better offer for the Debtors’ assets and (ii) is reasonably likely to be consummated in accordance with its terms.
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Higher and Better Offer means any binding, non-contingent offer from a ready, willing and able buyer regarding the assets of the Bankruptcy Estate received by Seller, which Seller determines in her sole business judgment to be a higher and better offer than the Purchase Price provided for under this Agreement.
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Higher and Better Offer means a legally binding offer approved by the Court to acquire the Business as a going concern, which includes the payment to The Wiz of a non-refundable deposit in an amount at least equal to the Deposit set forth in Section 7.1(b).
Sample 1

Examples of Higher and Better Offer in a sentence

  • A copy of Dendrite's Higher and Better Offer is attached hereto as Exhibit "C".

  • Such Preliminary Orders and Bidding Procedure shall further provide that the Sellers shall not be required to entertain an alternative offer unless such offer is for a value of at least $250,000 greater than the offer set forth in this Agreement plus the Additional Undertakings (the "Higher and Better Offer").

  • Earlier today, Dendrite submitted a "higher and better offer" to Synavant ("Dendrite's Higher and Better Offer") which represents a premium over the $2.30 per share price Cegedim agreed to pay Synavant.

  • If acceptable, please so indicateK indly acknowledge acceptance of this Higher and Better Offer by signing the appropriate space below and returning to the attention of the undersigned.

Related to Higher and Better Offer

  • Lowest and Best Responsible Bidder means the Bidder submitting the lowest Bid received that is within the range of acceptable bids, that also has the ability to timely perform the Contract bid upon considering such factors as financial resources, skills, quality of materials, past work record, and ability to comply with state, federal, and local requirements, including those set forth in the SBE Regulations.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Bailee Letter has the meaning assigned to such term in the Custodial Agreement.

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Selling Stockholder Questionnaire shall have the meaning set forth in Section 3(a).

  • Release Price As defined in Section 4.5(a).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Net Proceeds Offer has the meaning provided in Section 4.16.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Agreed Amount means part, but not all, of the Claimed Amount.

  • Selling Shareholder Questionnaire shall have the meaning set forth in Section 3(a).

  • Net Proceeds Offer Amount has the meaning set forth in Section 4.16.

  • Transmittal Letter has the meaning specified in Section 3.1(a).

  • Declined Amount as defined in Section 2.12(e).

  • Offered Amount has the meaning set forth in Section 2.05(a)(v)(D)(1).

  • Applicable Policy means any rules, policies, directives, standards of practice or Program Parameters issued or adopted by the Funder, the Ministry or other ministries or agencies of the province of Ontario that are applicable to the HSP, the Services, this Agreement and the parties’ obligations under this Agreement during the term of this Agreement. Without limiting the generality of the foregoing, Applicable Policy includes the other documents identified in Schedule C;

  • Estoppel Letter A document executed by the Cooperative Corporation certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary Lease will be in full force and effect as of the date of issuance thereof, (ii) the related stock certificate was registered in the Mortgagor's name and the Cooperative Corporation has not been notified of any lien upon, pledge of, levy of execution on or disposition of such stock certificate, and (iii) the Mortgagor is not in default under the appurtenant Proprietary Lease and all charges due the Cooperative Corporation have been paid.

  • L/C Amount means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

  • Borrowing Base Amount means, as of any date, an amount equal to the sum of:

  • Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

  • Expense Amount As defined in Section 11.01(b) hereof.

  • Allowed Amount means the total amount of reimbursement allocated to a covered Service and includes both the BCBSAZ payment and the Member Cost-share payment. BCBSAZ calculates deductible and Coinsurance based on the Allowed Amount, less any access fees or Precertification Charges. BCBSAZ uses the Allowed Amount to accumulate toward any Out-of-pocket Coinsurance Maximum or Out-of-pocket Maximum that applies to the member’s Benefit Plan. The Allowed Amount does not include any balance bills from noncontracted Providers. The Allowed Amount is neither tied to, nor necessarily reflective of, the amounts Providers in any given area usually charge for their services. The table below shows how BCBSAZ determines the Allowed Amount:

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.