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.

  • 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.

  • 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.

  • 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).

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

  • Competing Service means implementation, consulting, support, maintenance, development and/or training services relating to or in connection with the use of any Company Products or Competing Products.

  • 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 means (i) any direct or indirect acquisition by any person or entity of any securities representing a controlling equity interest in the Company or all or substantially all of its assets or (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving a change in control of the Company or any of its material subsidiaries, in either case other than the Transaction involving all of the Parties.

  • 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 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.

  • Selected Bidder means the bidder who has been selected by DMRC, pursuant to the bidding process for award of license.

  • 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.

  • Generic Competition means, with respect to a Product in any country in a given calendar quarter, that, during such calendar quarter, (i) one or more Generic Products are commercially available in such country, and (ii) aggregate Net Sales of such Product in such country in such calendar quarter equal less than [****] percent ([****]%) of the average aggregate Net Sales of the Product over the four (4) calendar quarters immediately prior to the calendar quarter in which one or more Generic Products first became commercially available in such country.

  • 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.