Superior Acquisition Proposal definition

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 shareholders 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.

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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 Acquisition Proposal has the meaning set forth in Section 7(a)(iv).

Examples of Superior Acquisition Proposal 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.

• 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 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.

More Definitions of Superior Acquisition Proposal

Superior Acquisition Proposal has the meaning set forth in Section 4.2(e).

Superior Acquisition Proposal has the meaning set out in Section 2.2(c)(B);

Superior Acquisition Proposal means any bona fide, written Competing Transaction Proposal made by a third party, not solicited in violation of subsection 6.02(a), that is on terms that the Board of Directors of the Company reasonably determines in good faith (after consulting with its outside financial advisors) would after taking into account all the terms and conditions of the Competing Transaction Proposal including any breakup fees, expenses, reimbursement provisions and conditions (including but not limited to financial, legal or regulatory conditions) to consummate the transaction (A) result in a transaction that is more favorable, from a financial point of view, to the Company Shareholders than the transactions contemplated hereby if such Competing Transaction Proposal were to be consummated, (B) the Board of Directors reasonably believes that the Competing Transaction Proposal has a substantial likelihood of being consummated, and (C) for which financing, to the extent required, is evidenced by a financing commitment letter subject only to its terms, executed by a credible, nationally recognized lender of significant financial worth, or is from a person which, in the good faith reasonable judgment of the Board of Directors (after consultation with its outside financial advisors) is financially capable of consummating the proposal.

Superior Acquisition Proposal means any bona fide written proposal or offer made by a Third Party in respect of an Acquisition Proposal, which the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside counsel and the Financial Advisor, would result in a transaction that if consummated would be more favorable from a financial point of view to the Public Shareholders than the Merger (including any proposal by Parent to amend the terms of this Agreement), and is reasonably capable of being consummated on the terms so proposed taking into account all financial, regulatory, legal and other aspects of such proposal.

Superior Acquisition Proposal means any bona fide unsolicited written Acquisition Proposal to acquire all or substantially all of the Common Shares or assets of the Company which the Company Board determines in its good faith judgment (after consultation with the Company's independent financial advisor and the Special Committee) to be on terms superior from a financial point of view to the holders of Common Shares than the transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement.

Superior Acquisition Proposal means any Acquisition Proposal that the Board determines in its good faith judgment (after consultation with the Company’s outside legal counsel and independent financial advisor) to be (A) on terms superior in value from a financial point of view and more favorable to the holders of Shares than the transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement (including any offer by the Parent to amend the terms of the transactions contemplated by this Agreement), and (B) reasonably capable of being completed, taking into account all financial, regulatory, legal, and other aspects of such proposal and the identity and nature of the financing of the person or entity making such proposal.

Superior Acquisition Proposal means a bona fide Alternative Acquisition Proposal that the Company Board determines, after consultation with its outside legal counsel and a nationally recognized financial advisor, in its good-faith judgment, would result in a transaction more favorable to the Company Stockholders from a financial point of view than the transactions contemplated hereby; provided, that, for purposes of the definition of “Superior Acquisition Proposal,” the references to “fifteen percent (15%)” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “fifty and one-tenth percent (50.1%).”