RBTT Superior Proposal definition

RBTT Superior Proposal means any unsolicited, bona fide, written RBTT Acquisition Proposal that (a) contemplates the acquisition of at least 50.1% of the outstanding RBTT Ordinary Shares or all or substantially all of the assets of RBTT and the RBTT Subsidiaries; (b) provides for consideration per RBTT Ordinary Share of at least TT$41.00; and (c) in the good faith determination of the Directors in exercising their fiduciary obligations after consultation with their financial advisors and outside counsel (i) is reasonably capable of being completed, taking into account the availability of any required financing and all legal, financial, regulatory, timing and other aspects of such proposal, and the Person making such proposal, and (ii) would reasonably be expected to, if consummated in accordance with its terms (but without discounting any risk of non-completion), result in a transaction more favourable to RBTT, and more favourable from a financial point of view (including any financing terms, any termination payment payable under the Combination Agreement and any conditions to the consummation thereof), to the RBTT Shareholders, than the transactions contemplated by the Combination Agreement.
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RBTT Superior Proposal means any unsolicited, bona fide, written RBTT Acquisition Proposal that (a) contemplates the acquisition of at least 50.1% of the outstanding RBTT Ordinary Shares or all or substantially all of the assets of RBTT and the RBTT Subsidiaries; (b) provides for consideration per RBTT Ordinary Share of at least TT$41.00; and (c) in the good faith determination of the Board of Directors of RBTT in exercising their fiduciary obligations after consultation with financial advisors and outside counsel (i) is reasonably capable of being completed, taking into account the availability of any required financing and all legal, financial, regulatory, timing and other aspects of such proposal, and the
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Examples of RBTT Superior Proposal in a sentence

  • RBC is provided with an opportunity to match this RBTT Superior Proposal and does not do so, and (iii) RBTT terminates the Combination Agreement and pays the termination payment of approximately TT$343.8 million.

Related to RBTT Superior Proposal

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

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

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

  • 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.

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

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

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

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • 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.

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

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

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

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

  • 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.

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

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

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

  • approved proposal means a proposal approved or determined under this Agreement;

  • 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.

  • 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.

  • Integration Proponent means in relation to an Integration Agreement, “the Company” or “the Joint Venturers” as the case may be as defined in, and for the purpose of, that Integration Agreement;

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.