Superior Offer means 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.
Superior Offer means an unsolicited, bona fide Acquisition Proposal to purchase all of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its good faith reasonable judgment, after receipt of a written opinion of RBC or another independent financial advisor of nationally recognized reputation, to be more favorable to the Company’s shareholders than the terms of the Merger taking into account all relevant factors, including without limitation, conditions relating to regulatory approvals, the existence of a financing or due diligence condition, timing considerations and whether financing is committed; 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 reasonably capable of being obtained by such third party.
Superior Offer means an unsolicited, bona fide written offer made by a third party to purchase all of the outstanding shares of common stock of the Seller or substantially all of the assets of the Seller on terms that the board of directors of the Seller determines, in its reasonable judgment, based upon a written opinion of an independent financial advisor of nationally recognized reputation, to be more favorable to the Seller's shareholders than the terms of the Transactions; 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 or is not reasonably capable of being obtained by such third party.
Examples of Superior Offer in a sentence
PX 24 at 5.judgment, to be more favorable than the terms of the Amgen offer and reasonably capable of being completed on the terms proposed.29Under § 1.2(c), if the Board determines that it has received a Superior Offer, it must notify Amgen in a Change of Recommendation Notice of the offer and provide it with all relevant materials relating thereto.
Amgen is then given four business days to negotiate with Micromet's Board and decide whether to match the Superior Offer, after which the Board must determine whether its fiduciary duties require it to change its recommendation in favor of the new bid.30 Contrary to Plaintiffs' interpretation of this section, the so-called “blackout” period for recommendations and the matching rights period are intended to run concurrently.
More Definitions of Superior Offer
Superior Offer means an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving Company pursuant to which the shareholders of Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction or (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer followed with reasonable promptness by a merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of the Company, on terms that the Board of Directors of the Company determines, in its reasonable judgment (based on the written advice of a financial advisor of national standing) to be more favorable to the Company 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 in the reasonable judgment of the Company's Board of Directors (based on the advice of its financial advisor) to be obtained by such third party on a timely basis.
Superior Offer means an unsolicited, bona fide written offer made by a third Person to consummate any of the following transactions or in one or a series of related transactions:
Superior Offer means an offer or indication of interest to consummate a transaction with the Company that would constitute a Qualified Change of Control that is received following the Company’s entering into a separate Definitive Agreement and that the Board, in its good faith discretion, determines to be superior or otherwise more favorable to the Company and its shareholders as compared to the terms of the then-effective Definitive Agreement.
Superior Offer means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Agreement; and (b) is on terms and conditions that the Milan Board or the Company Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing terms thereof), as well as any written offer by the other Party to the Agreement to amend the terms of the Agreement, and following consultation with its outside legal counsel and financial advisors, if any, are more favorable, from a financial point of view, to Milan’s shareholders or the Company’s stockholders, as applicable, than the terms of the Contemplated Transactions and is not subject to any financing conditions (and if financing is required, such financing is then fully committed to the third party).
Superior Offer means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated as references to greater than 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) this Agreement; and (b) is on terms and conditions that the Parent Board or the Company Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof), as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and following consultation with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point of view, to Parent’s stockholders or the Company’s stockholders, as applicable, than the terms of the Contemplated Transactions.
Superior Offer means any bona fide written Acquisition Proposal involving an Acquisition Transaction, which did not arise from a breach of Section 4.4, that is not subject to any financing contingency, which the Company Board shall have determined (after consultation with its financial advisor and its outside legal counsel) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of financing and certainty of closing) of the proposal, the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board deems relevant and (b) if consummated, would be more favorable to the Company’s stockholders (in their capacity as such) and creditors than the Contemplated Transactions; provided that for purposes of this definition of “Superior Offer,” the references to “35%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”
Superior Offer means an unsolicited, bona fide offer made by a third party to acquire, directly or indirectly, pursuant to a merger, tender offer, exchange offer, acquisition, consolidation or other business combination, substantially all of the assets of Seller or more than 50% of the total outstanding voting securities of Seller on terms that the Board of Directors of Seller has in good faith concluded (following the receipt of advice of its outside legal counsel and consultation with its financial adviser), taking into account, among other things, all legal, financial, regulatory and other aspects of the offer and the Person making the offer, to be more favorable, from a financial point of view, to Seller's stockholders (in their capacities as stockholders) than the terms of the Acquisition (which shall be adjusted for comparison purposes to include an implied residual enterprise value for Seller's assets other than the Licenses) and is capable of being consummated.