Superior Proposal definition

Superior Proposal has the meaning set forth in Section 5.09(a).
Superior Proposal has the meaning set forth in Section 6.06.
Superior Proposal shall have the meaning set forth in Section 6.10 hereof.

Examples of Superior Proposal in a sentence

  • The Coalbank Directors have unanimously recommended that you accept the Offer and have indicated their intention to do so for 75 per cent of the Coalbank Shares that they own or control within five Business Days of the date of the Offer, unless a Superior Proposal emerges.

  • Proposal, and (C) concurrently with the termination of the MCC Merger Agreement, Sierra pays MCC the termination fee under the MCC Merger Agreement and enters into the definitive agreement to consummate the transaction contemplated by such MCC Merger Superior Proposal; or (ii) the Sierra Board or any authorized committee thereof has effected a Sierra MCC Merger Adverse Recommendation Change in accordance with the applicable provisions of the MCC Merger Agreement.


More Definitions of Superior Proposal

Superior Proposal means any bona fide Takeover Proposal which the Special Committee or the Board of Directors of the Company determines in its good faith judgment (based on the advice of its financial advisor of nationally recognized reputation) to be more favorable to the Company's shareholders than the Merger.
Superior Proposal shall have the meaning set forth in Section 5.3(g).
Superior Proposal means an Acquisition Proposal that the Company Board determines based on the advice of its financial advisors is more favorable to the stockholders of the Company from a financial point of view than the Transactions (taking into account all of the terms and conditions of such Acquisition Proposal, including any conditions to consummation and the likelihood of such Acquisition Proposal being consummated).
Superior Proposal means any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the shares of Company Common Stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Offer and the Merger.
Superior Proposal means an unsolicited written bona fide Acquisition Proposal to acquire all or substantially all of the shares or assets of the Company or its Subsidiaries made after the date hereof from a Person (other than Parent):
Superior Proposal has the meaning set forth in Section 3.4(b)(v)(A);
Superior Proposal means any bona fide written proposal (on its most recently amended or modified terms, if amended or modified) made by a third party to enter into an Acquisition Transaction on terms that the Company Board determines in its good faith judgment, after consultation with and having considered the advice of outside legal counsel and a financial advisor of nationally recognized reputation (i) would, if consummated, result in the acquisition of all, but not less than all, of the issued and outstanding shares of Company Common Stock or all, or substantially all, of the assets of the Company and its Subsidiaries on a consolidated basis; (ii) would result in a transaction that (A) involves consideration to the holders of the shares of Company Common Stock that is more favorable, from a financial point of view, than the consideration to be paid to the Company’s shareholders pursuant to this Agreement, considering, among other things, the nature of the consideration being offered and any material regulatory approvals or other risks associated with the timing of the proposed transaction beyond or in addition to those specifically contemplated hereby, and which proposal is not conditioned upon obtaining additional financing and (B) is, in light of the other terms of such proposal, more favorable to the Company’s shareholders than the Merger and the transactions contemplated by this Agreement; and (iii) is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal.