Superior Acquisition definition

Superior Acquisition is a transaction pursuant to which a tender offer is made to acquire all of the outstanding Company Stock, or a merger, consolidation or a sale of substantially all of the assets of the Company (to be followed by a complete liquidation of the Company) occurs, pursuant to which the per share tender offer price or the per share merger or consolidation price or the per share price that would be received by the stockholders in the liquidation (i) for the Company Common Stock is higher than the Common Stock Merger Consideration and (ii) for the Company Preferred Stock is higher than the Preferred Stock Merger Consideration.

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Superior Acquisition is a transaction pursuant to which a tender offer is made to acquire all of the outstanding Company Stock, or a merger, consolidation or a sale of substantially all of the assets of the Company (to be followed by a complete liquidation of the Company) occurs, which the Board of Directors of the Company concludes in good faith (after consultation with its financial advisors and legal counsel), taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, (i) would, if consummated, result in a transaction that is more favorable to the Company's shareholders (in their capacities as shareholders), from a financial point of view, than the transactions contemplated by this Agreement and (ii) is reasonably capable of being completed.

Superior Acquisition means the potential acquisition by Borrower of all the outstanding Equity Interests of Superior.

Examples of Superior Acquisition in a sentence

The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal.
The Company agrees not to release any third party from any confidentiality or standstill agreement to which the Company and such third party are parties, provided that the foregoing shall not prevent the Board of Directors from considering and accepting any Superior Acquisition Proposal that might be made by any such third party if the remaining provisions of this Agreement are complied with.
As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which a majority of the members of the Board of Trustees of Wellsford determines in good faith to be more favorable to Wellsford's shareholders from a financial point of view than the Merger and which the Board of Trustees of Wellsford determines is reasonably capable of being consummated.
The Stockholders agree that concurrently with the consummation of any Superior Acquisition Proposal (such a transaction, a "Superior Proposal Transaction"), Sunstone Parties shall have the right (the "Drag-Along Right") to require Alter and Bied▇▇▇▇▇, ▇▇d Alter and Bied▇▇▇▇▇ ▇▇▇ll have the obligation, to sell to Sunstone Parties or the Third Party Acquiror in such Superior Proposal Transaction all, but not less than all, of the Lessee and Management Equity in consideration of the Purchase Price.
Notwithstanding anything to the contrary in this Agreement, the Board may take any actions required or necessary with respect to any Superior Acquisition Proposal in order to comply with its duties to shareholders imposed by applicable law or the Exchange Act.
As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which Seller Board or Special Committee determines in good faith (after consultation with its financial advisor) to be more favorable to Seller's stockholders than the Merger and which Seller Board or Special Committee determines is reasonably capable of being consummated.
The Company agrees to notify Shareholder if it receives any inquiries, proposals, discussions or negotiations or the making or implementation of any proposal or offer with respect to a Superior Acquisition Proposal.
Seller’s notice shall include a description of the reasons for any Change in Recommendation and a copy of the most recent version of any written agreement relating to the Superior Acquisition Proposal, which may be redacted to conceal the identity of the party submitting the Superior Acquisition Proposal.
As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which the Board of Directors of Seller (or a duly constituted committee thereof charged with considering Acquisition Proposals) determines in good faith (after consultation with its financial advisor) to be more favorable to Seller's stockholders than the Merger and which the Board of Directors of Seller (or any such committee) determines is reasonably capable of being consummated.
The Company will, through its Board of Directors, recommend to its stockholders approval of the transactions contemplated by the Transaction Documents and will not, unless it receives a Superior Acquisition Proposal, rescind such recommendation; provided, however, that no officer or director of the Company shall be required to violate any fiduciary duty in connection therewith.

More Definitions of Superior Acquisition

Superior Acquisition means the acquisition of certain Lift Boats by the Borrower and its Subsidiaries pursuant to the Vessel Purchase Agreement dated as of May 19, 2005 between the Borrower and Superior Energy Services, L.L.C.

Superior Acquisition means the potential acquisition of Superior Engineered Products Corporation by Atrium Companies, Inc. or any of its affiliates as contemplated by the Superior LOI.”