Definition of Potential Superior Proposal

  1. Potential Superior Proposal means any bona fide written offer which is not solicited in violation of Section 4.8(a) by or on behalf of the Company, any of its Subsidiaries or any of their respective affiliates (or any of their respective representatives) made by a third party that (A) expressly provides for consideration per share that is more than the Per Share Merger Consideration, (B) is on terms (taken as a whole) that the Special Committee reasonably determines in good faith, after consultation with its outside legal counsel (which may be its current legal counsel) and its financial advisors, could reasonably lead to a Superior Proposal and (C) is not subject to any condition relating to the financing of such proposal.

Examples of Potential Superior Proposal in a sentence

  1. Potential Superior Proposal shall have the meaning set forth in Section 8.6(a) hereof.

Definition of Potential Superior Proposal in Disclosure Schedule

Potential Superior Proposal means any bona fide written offer which is not solicited in violation of Section 4.8(a) by or on behalf of the Company, any of its Subsidiaries or any of their respective affiliates (or any of their respective representatives) made by a third party that (A) expressly provides for consideration per share that is more than the Per Share Merger Consideration, (B) is on terms (taken as a whole) that the Special Committee reasonably determines in good faith, after consultation with its outside legal counsel (which may be its current legal counsel) and its financial advisors, could reasonably lead to a Superior Proposal and (C) is not subject to any condition relating to the financing of such proposal.