Potential Superior Proposal definition

Potential Superior Proposal has the meaning set forth in Section 5.2(a).
Sample 1
Potential Superior Proposal means a proposal that a majority of the disinterested members of the Board of Directors of Kevlxx xxxermines in its good faith judgment to be reasonably likely to lead to a Superior Proposal (as defined in SECTION 5.4(c) below). "Acquisition Proposal" shall mean, except for the transactions contemplated by this Agreement, any proposed (i) merger, consolidation or similar transaction involving Kevlxx, (xi) sale, lease or other disposition directly or indirectly by merger, consolidation, share exchange or otherwise of assets of Kevlxx xx it subsidiaries representing 10% or more of the consolidated assets of Kevlxx xxx its subsidiaries, (iii) issue, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the voting power of Kevlxx xx (iv) transaction in which any person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of 10% or more of the outstanding Kevlxx Xxxmon Stock. Kevlxx xxxll notify Chelxxx xxxmptly of any Acquisition Proposal and shall provide Chelxxx xxxh all available information with respect thereto.
Sample 1

Examples of Potential Superior Proposal in a sentence

  • Clause 11.1(a)(ii) does not apply to the extent that the Cerro Board, after receiving written legal advice from Cerro's external legal advisers, acting in good faith determines that failing to respond to the Potential Superior Proposal may constitute a breach of its fiduciary or statutory duties.

  • NCSS: PS4.A Common Core Standards:• CCSS.ELA.RST.1, 2, 3, 4, 5, 6, 7, 9, 10 (text evidence, experimental analysis)• CCSS.ELA.WHST.

Related to Potential Superior Proposal

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Competing Proposal shall have the meaning set forth in Section 6.5(f)(i).

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • Contractor’s Proposal means the proposal submitted by the Contractor with the Tender, as modified and accepted by the Employer and included in the Contract. Such documents may include the Contractor’s preliminary design.

  • Takeover Bid or ‘Bid’ means a public offer, other than by the Offeree Company itself, made to the holders of the Securities of a Company to acquire all or some of those Securities, whether mandatory or voluntary, which follows or has, as its objective, the acquisition or Control of the Offeree Company.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Business Combination Proposal has the meaning set forth in Section 5.8.