Superior Competing Proposal means a bona fide, unsolicited written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the capital stock of the Company then outstanding or more than 50% of the consolidated total assets of the Company and its Subsidiaries (i) on terms the Company’s Board of Directors determines in good faith (after consulting the Company’s outside legal counsel and financial advisor), taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer, are more favorable from a financial point of view to the holders of Company Common Stock than the Merger and the other transactions contemplated by this Agreement, and (ii) such Competing Proposal is reasonably capable of being consummated.
Superior Competing Proposal means a Competing Proposal by a Third Party which is determined by the Company Directors,
Superior Competing Proposal means a bona fide, unsolicited written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the capital stock of the Company then outstanding or more than 50% of the consolidated total assets of the Company and its Subsidiaries (i) on terms the Company’s Board of Directors determines in good faith (after consulting the Company’s outside legal counsel and financial advisor) taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer, are more favorable from a financial point of view to the holders of Company Common Stock than the Merger and the other transactions contemplated by this Agreement, after consultation with, and based upon the advice of, its outside legal counsel, that (i) such action is necessary for the Company Board of Directors to comply with its fiduciary duties to the holders of Company Common Stock under Law or an Order, and (ii) such Competing Proposal is reasonably capable of being consummated. Notwithstanding the foregoing, nothing in this Section 5.3(b) shall prohibit the Company or its Representatives from considering or determining to effect a liquidation of the Company, whether proposed by a Third Party or pursuant to the Company’s Board of Directors’ exercise of their fiduciary duties.
Examples of Superior Competing Proposal in a sentence
These restrictions, set out in full in paragraph 8 in ANNEXURE B , are subject to a fiduciary exception that does not restrict APL or the IBC from taking or refusing to take any action with respect to a Superior Competing Proposal.
APL must use its reasonable endeavours to procure that each Independent Director makes a public statement recommending the Counter Proposal to the APL Shareholders, subject only to no Superior Competing Proposal (in relation to that Counter Proposal) emerging and to the Independent Expert concluding (and continuing to conclude) that the Counter Proposal is in the best interests of APL Shareholders.
If the Independent Board Committee determines that a Competing Proposal is a Superior Competing Proposal, APL must, within two Business Days of making that determination, give the Responsible Entity and the Manager a Matching Right Notice.
Further, the undertakings are conditional upon that T-C Storage BidCo (a) in all material respects complies with the provisions of the Swedish Corporate Governance Board's takeover rules for certain trading platforms (the "Takeover Rules"), and (b) declares the Offer unconditional no later than 10 January 2022 (unless a Superior Competing Proposal is launched, in which case condition (b) shall no longer apply).
More Definitions of Superior Competing Proposal
Superior Competing Proposal means a bona fide, unsolicited written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the capital stock of the Company or Parent, as the case may be, then outstanding (including the capital stock of the Company or Parent, as the case may be, then owned of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Third Party) or more than 50% of the consolidated total assets of the Company and its Subsidiaries, or Parent and its Subsidiaries, as the case may be, (i) on terms the Company’s Board of Directors or Parent’s Board of Directors, as the case may be, determines in good faith (after consulting Parent’s outside legal counsel and financial advisor), taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer, are more favorable from a financial point of view to the holders of Company Common Stock or Parent Common Stock, as the case may be, than the Transactions, (ii) such Competing Proposal is reasonably capable of being consummated, and (iii) the financing for such Competing Proposal, if required, has been committed in writing.
Superior Competing Proposal means a Competing Proposal by a Third Party which is determined by the Company Directors, having taken advise from the Company’s legal and financial advisors in the exercise of their fiduciary duties to be (i) in the best interest of the Company; and (ii) superior to the terms of the Acquisition in the aggregate (as specified in this Agreement);
Superior Competing Proposal means any of the following involving Progress or any Progress Subsidiary: any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of Progress Common Stock then outstanding or all or substantially all the assets of Progress, and otherwise on terms which the Board of Directors of Progress, determines in its good faith judgment (based on the opinion of Xxxx, Xxxx & Co., Inc., or another financial advisor of nationally recognized reputation) to be more favorable to its stockholders than the Merger and for which financing, to the extent required, is then committed or which if not committed is, in the good faith judgment of its Board of Directors, reasonably capable of being obtained by such third party. [SIGNATURE PAGE FOLLOWS]
Superior Competing Proposal means a bona fide written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, 50% or more of the capital stock of the Company then outstanding or 50% or more of the consolidated total assets of the Company, (i) on terms the Company Board determines in good faith (after consulting the Company’s outside legal counsel and financial advisor) are more favorable to the holders of Company Common Stock than the Merger and the other transactions contemplated by this Agreement, taking into account relevant legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer and the terms and conditions of this Agreement and (ii) which is reasonably capable of being consummated.
Superior Competing Proposal means a bona fide written proposal or offer made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the capital stock of Digene then outstanding or more than 50% of the consolidated total assets of Digene and its subsidiaries (i) on terms the Digene board of directors determines in good faith (after consulting Digene’s outside legal counsel and financial advisor) are more favorable to the holders of Digene common stock than the offer and the merger, taking into account, among other things, relevant legal, financial, regulatory, timing and other aspects of the offer and the third party making the offer and the terms and conditions of the merger agreement and (ii) which is reasonably capable of being consummated.
Superior Competing Proposal means a bona fide written proposal for an Alternative Transaction made by a third party on or prior to the date that is 45 days after the date hereof, including a form of definitive agreement theretofore that the third party is prepared to execute and deliver which Seller and Seller Parent shall have reasonably determined to be more favorable to Seller than the transactions contemplated by this Agreement after taking into account any conditions to and risks of consummation and the ability of the party making such proposal to obtain financing for such Alternative Transaction, provided that an Alternative Transaction shall not be deemed to be a Superior Competing Proposal if it (i) is subject to a financing condition, other than a condition coupled with a commitment letter or commitment letters from a financial institution or financial institutions of recognized standing which themselves contain only customary conditions and are not subject to internal approvals; and (ii) does not include a purchase price that is 5% or more greater than the Purchase Price.
Superior Competing Proposal means a bona fide written proposal or offer made by a Competing Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the capital stock of the Company then outstanding or more than 50% of the consolidated total assets of the Company and its Subsidiaries (i) on terms the Company Board determines in good faith (after consulting the Company’s outside legal counsel and financial advisor) are more favorable to the holders of Company Common Stock than the Merger and the other transactions contemplated by this Agreement, taking into account, among other things, relevant legal, financial, regulatory, timing and other aspects of the offer and the Competing Third Party making the offer and the terms and conditions of this Agreement and (ii) which is reasonably capable of being consummated within 120 days after execution of a definitive agreement with respect thereto (or within 120 days after the commencement of a tender offer or exchange offer, the filing of a petition for liquidation or dissolution, or the Company's approval of, consent to or acquiescence in any similar transaction not involving the execution of a definitive agreement).