Superior Competing Bid definition

Superior Competing Bid means, in the event the Class of General Unsecured Claims against either SSC Canada or Smurfit-MBI rejects the Plan, a Competing Bid that the Canadian Bankruptcy Court determines would provide any cash recoveries to the Holders of Allowed General Unsecured Claims against SSC Canada and/or Smurfit-MBI.
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Examples of Superior Competing Bid in a sentence

  • If no Competing Bid is determined by the Canadian Bankruptcy Court to constitute a Superior Competing Bid, the Canadian Assets shall be transferred to Canadian Newco on the Effective Date pursuant to the terms of the Asset Purchase Agreement, and such transfer shall be approved by the Bankruptcy Court pursuant to the Confirmation Order and by the Canadian Bankruptcy Court pursuant to the CCAA Vesting Order.

  • If the Canadian Bankruptcy Court determines that at least one Competing Bid constitutes a Superior Competing Bid, the Debtors shall conduct an auction for the Canadian Assets, under the supervision of the CCAA Monitor and in accordance with the Sale Procedures, between Canadian Newco and the Person(s) that submitted such Superior Competing Bid(s).

  • If any Competing Bids for the Canadian Assets are submitted on or before the Bid Deadline, the Canadian Bankruptcy Court shall determine whether any such Competing Bid constitutes a Superior Competing Bid.

  • For purposes of this section, a Superior Competing Bid means a "Superior Proposal" (as defined in Section 5.3 of the Merger Agreement) as to which the Board of Directors of the Company has determined in good faith (based on the written advice of an independent financial advisor) that the consideration to be received by the Stockholder has a present value that is at least twenty-five percent greater than the present value of the consideration that would be received by the Stockholder pursuant to the Merger.

  • This Agreement will terminate upon the earliest to occur of (i) the effective time of the Merger, (ii) termination of the Merger Agreement, (iii) a determination by the Board of Directors of the Company that a Superior Competing Bid (as defined below) has been received or (iv) September 30, 1998.

  • The Voting Agreement terminates upon the earliest of (i) the consummation of the proposed merger with Baxter; (ii) the termination of the merger agreement with Baxter, or (iii) a determination by the Board of Directors of Issuer that it has received a Superior Competing Bid as defined in Section 8 of the Voting Agreement; or (iv) September 30, 1998.

  • For arm’s length holders of General Unsecured Claims against SSC Canada to receive a comparable distribution from the sale process, the incremental value of the Superior Competing Bid (relative to the Canadian Newco offer) would have to be significantly greater than the SSC Canada Distribution Pool amount of $19.5 million in light of the fact that Intercompany Claims would be entitled to the same treatment as General Unsecured Claims in such a scenario.

  • In addition, the Intercompany Claims of $421.9 million (against SSC Canada) and $12.8 million (against SMBI) were added to the quantum of the Claims of Affected Unsecured Creditors of $63.9 million (SSC Canada) and $22.8 million (SMBI) since, as set out earlier, the Plan provides that holders of Intercompany Claims would be entitled to participate in any Superior Competing Bid Distribution and the holders of these claims would otherwise be able to assert them outside of a Plan.

Related to Superior Competing Bid

  • Competing Permitted Bid means a Take-over Bid that:

  • 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.

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

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

  • Competitive integrated employment means work (including self-employment) that is performed on a full-time or part-time basis:

  • Permitted Bid means a Take-over Bid made by an Offeror by way of take-over bid circular which also complies with the following additional provisions:

  • Direct Competitor means any individual, partnership, corporation, limited liability company, association, or other group, however organized, who competes with the Company in the full service restaurant business.

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Competitive solicitation means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award of a District purchase contract.

  • Designated Bidder means (a) an Eligible Assignee or (b) a special purpose corporation that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least "Prime-1" (or the then equivalent grade) by Xxxxx'x or "A-1" (or the then equivalent grade) by S&P that, in the case of either clause (a) or (b), (i) is organized under the laws of the United States or any State thereof, (ii) shall have become a party hereto pursuant to Section 8.07(d), (e) and (f) and (iii) is not otherwise a Lender.

  • Competitive Position means any employment with a Competitor in which Executive will use or is likely to use any Confidential Information or Trade Secrets, or in which Executive has duties for such Competitor that relate to Competitive Services and that are the same or similar to those services actually performed by Executive for the Company;

  • Competing Business means any person or entity that competes with the Company Group in the sale, marketing, production, distribution, research or development of Competing Products in the same markets.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Competing Services means to provide, manage, supervise, or consult about (whether as an employee, owner, partner, stockholder, investor, joint venturer, lender, director, manager, officer, employee, consultant, independent contractor, representative or agent, or otherwise) any services that are similar in purpose or function to services you provided to the Company in the two year period preceding the termination of your employment, that might involve the use or disclosure of Confidential Information, or that would involve business opportunities related to Relevant Products.

  • 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.

  • Selected Bidder or “Successful Bidder” shall mean the Bidder selected pursuant to this RfS to set up the Project and supply electrical output as per the terms of standard PPA.

  • Competitive Range means the responsive submissions that meet the evaluation criteria and are considered to be reasonably susceptible of award.

  • Competitive Sealed Bidding means the competitive process described within an Invitation for Bids, wherein the City invites Offerors to submit bids to supply the City with the Goods and/or Service describes in the Solicitation document, where the City will award the resulting contract to the responsible Offeror submitting the low responsive bid.

  • Qualified Bidder As defined in Section 7.01(c).

  • Proposal / Bid means the technical proposal and the commercial/financial proposal.

  • Competitive employment means work in the competitive labor market that is performed on a full-time or part-time basis in an integrated setting and for which an individual is compensated at or above the minimum wage, but not less than the customary wage and level of benefits paid by the employer for the same or similar work performed by individuals who are not disabled.

  • Competing Product means [***].

  • Competitive contracting means the method described in sections 45 through 49 of P.L.1999, c.440 (C.18A:18A-4.1 through C.18A:18A-4.5) of contracting for specialized goods and services in which formal proposals are solicited from vendors; formal proposals are evaluated by the purchasing agent or counsel or School Business Administrator; and the Board awards a contract to a vendor or vendors from among the formal proposals received.

  • Competitive Business means any firm, partnership, joint venture, corporation and/or any other Person, and/or any licensee of such entity, that develops, manufactures, markets, distributes, provides, offers, or sells any services or products substantially similar to First Party’s services or products.

  • 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.

  • Interested Bidder means any person or persons who have submitted the Request Letter for Participation along with signed Bid Form, notarized affidavit, signed Declaration, requisite Earnest Money and other necessary documents to complete the eligibility check formalities to the satisfaction of the Liquidator.