Higher Offer definition

Higher Offer as defined in Section 6.3 hereof.

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Higher Offer means any Third Party Acquisition which reflects a higher value for the Shares than the aggregate value being provided 28

Higher Offer has the meaning set forth in Section 8.8. "IRS" means the Internal Revenue Service.

Examples of Higher Offer in a sentence

Higher Offer – If the seller receives a higher bid from another individual during the term of the lease-option, they are not allowed to accept it as they are tied to the conditions of the current contract.
In such event, notwithstanding anything contained in this Agreement to the contrary, any such failure to recommend, withdrawal, modification, or change of recommendation or recommendation of such other offer or proposal, or the entering by Grace into an agreement with respect to a Higher Offer (provided that Grace shall have provided Fresenius AG with at least 72 hours notice of its intention to so enter and the identity of the other party thereto), shall not constitute a breach of this Agreement by Grace.
If DCS decides to respond to a third party, DCS shall first provide reasonable details (having regard to the need to comply with applicable statutes and regulations) of the Higher Offer and the legal advice (if applicable) to Bidco before responding to the third party.
Average of 5 or Higher Offer an easy way for Cardholders to quickly transfer funds to other accounts.
If MonoSol fails to accept these conditions in writing within 5 business days, ▇▇▇▇▇ shall be free to accept the Higher Offer by the third party.
In the event that (i) the Merger Consideration paid to the Company's shareholders is increased (the "Increased Merger Consideration"), or (ii) the cash consideration paid to the holders of common stock as a result of the Company's acceptance of a higher offer from a third party is greater than the Merger Consideration (the "Higher Offer Price"), then the Purchase Price shall be increased to equal the higher of the Increased Merger Consideration or the Higher Offer Price (the "Sale Price").
If ▇▇▇▇▇ intends to accept such Higher Offer, it shall first offer the relevant conditions to MonoSol.
Seller shall not be permitted to sell the Assets to any other entity other than Buyer unless Seller timely receives a "Higher Offer" (as defined below) or this Agreement is otherwise terminated prior to Closing in accordance with the provisions of Section XV below.

More Definitions of Higher Offer

Higher Offer means any Third Party Acquisition which reflects a higher value for the Retained Business than the value being provided by Parent pursuant to the Offer, the Merger and the Additional Agreements (as defined in the Merger Agreement). In valuing such a Third Party Acquisition, due regard shall be given to the value to the Company or its stockholders of any additional arrangements involved in such Third Party Acquisition.

Higher Offer means an offer to buy all of the Assets for a lump sum cash payment at least five percent (5%) greater than the aggregate value of the Purchase Price, and otherwise containing all of the terms and conditions of this Agreement. The Assets may not be sold piecemeal, but may only be sold, consistently with the transaction contemplated in this Agreement, as a package.

Higher Offer has the meaning set forth in Section 5.7.

Higher Offer means any Third Party Acquisition which reflects a higher value for the Shares than the aggregate value being provided pursuant to the transactions contemplated by the Merger Agreement and the Ancillary Agreements including, without limitation, the shares of Loral Space Common Stock distributed in the Spin-Off. Prior to the termination of the Merger Agreement by the Company pursuant to Clause (d)(ii) above, the Board of Directors will provide a reasonable opportunity to a nationally recognized investment banking firm selected by Parent, Purchaser or their designee (the "IB") to evaluate the proposed Third Party Acquisition, to determine whether it is a Higher Offer and to advise the Board of Directors of the Company of the basis for and results of its determination. The Company agrees to cooperate and cause the Company's financial advisors to cooperate with the IB (including, without limitation, providing the IB with full access to all such information which the IB deems relevant and which the IB agrees to keep confidential) to the extent reasonably requested by the IB. The fees and expenses incurred by the IB shall be paid by Parent. Nothing contained in the definitions of "Active Negotiations", "Third Party Acquisitions" or "Higher Offer" will prevent Parent and Purchaser from challenging, by injunction or otherwise, the termination or attempted termination of the Merger Agreement pursuant to Clause (d)(ii) above.