Superior Transaction definition

Superior Transaction means an Alternate Transaction, which the Board, after consultation with its outside legal counsel and its independent financial advisors, determines in good faith to be more favorable to the bankruptcy estate of the Company and the estates of the other Debtors than the transactions contemplated by this Agreement and the Rights Offering Sub-Plan, taking into account all aspects of such Alternate Transaction and the Board’s good-faith estimation of the likelihood of consummating the Alternate Transaction.

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Superior Transaction shall have the meaning set forth in Section 6.10(e).

Superior Transaction means a bona fide written Alternative Financing Transaction or Acquisition Transaction that the Board (or a committee thereof consisting only of disinterested directors) has determined in good faith, after receiving the advice of its financial advisors and outside legal counsel and in the exercise of its fiduciary duties, is in the best interests of the Company’s stockholders, including, in the case of an Alternative Financing Transaction, a determination that such Alternative Financing Transaction would (i) provide the Company with liquidity in an amount in excess of that expected to result from the Rights Offering and Backstop Commitment or (ii) result in more favorable economic terms (including in the case of an Alternative Financing Transaction that is an equity investment, the price per share to be paid for the Capital Stock of the Company) for the Company than the Rights Offering and Backstop Commitment. Without limiting the generality of the foregoing, in evaluating whether an Alternative Financing Transaction or Acquisition Transaction is in the best interests of the Company’s stockholders, the Board (or a committee thereof consisting only of disinterested directors) shall take into consideration, among other things, regulatory or other approvals that would be required for such transaction.

Examples of Superior Transaction in a sentence

Without limiting the generality of the foregoing, during the Support Period and any Extension Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer during the Support Period or pursuant to a Superior Transaction during the Extension Period.
Stockholder, and each of Stockholder’s Subsidiaries, if any, shall not, and shall cause their respective officers, directors, employees or other Representatives, if any, not to, directly or indirectly, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or any of the transactions contemplated hereby and thereby, or any Superior Transaction and any related agreement.
Stockholder hereby waives any defenses based on the adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by Parent, Merger Subsidiary, the purchaser in a Superior Transaction or the Company.
For the avoidance of doubt, the foregoing shall not restrict the Company from engaging in discussions with a third party with respect to a Superior Transaction or terminating this Agreement to enter into a definitive agreement to effect a Superior Transaction (provided that prior to or concurrently with such termination the Company pays the Termination Fee per Section ‎8.4(b)).
The Company and, in any Extension Period, the purchaser in a Superior Transaction are each express third-party beneficiaries of this Agreement and, subject to the foregoing, shall have the express right to enforce this Agreement without the consent or any other action of Parent.

More Definitions of Superior Transaction

Superior Transaction means an Alternate Transaction, which the board of directors of the Company, after consultation with its outside legal counsel and its independent financial advisors, determines in good faith to be more favorable to the bankruptcy estate of the Company than the transactions contemplated by this Agreement, the Preferred Term Sheet, the PSA and the Plan, taking into account, all legal, financial, regulatory and other aspects of such Alternate Transaction, the likelihood of consummating the Alternate Transaction, the likely consummation date of the Alternate Transaction and the identity of the parties or proposed parties to such Alternate Transaction and after taking into account any revisions to the terms of this Agreement, the Plan and/or any other agreement or document proposed during the Consideration Period.

Superior Transaction means a transaction embodying a Company Acquisition Proposal having terms (including conditions to consummation of the contemplated transaction) that the Board of Directors of the Company determines, in its good faith judgment, to be more favorable to the Company and its stockholders than the Offer and Merger and for which financing, to the extent required, is then committed or is reasonably likely to be obtained in a timely manner.

Superior Transaction has the meaning set forth in Section 5.2(c).

Superior Transaction means a bona fide written Financing or Acquisition Transaction that the Board has determined in good faith after receiving the advice of its financial advisors and outside legal counsel and in the exercise of its duties under Maryland law is in the best interests of the Company and its stockholders.

Superior Transaction means an Acquisition Transaction which the Board of Directors of the Company, reasonably determines is more favorable to the Company and its stockholders than the Merger and which is not subject to any financing condition; provided, however, that, without limiting the foregoing, an Acquisition Transaction shall not constitute a Superior Transaction unless, in the written opinion (with only customary qualifications) of the Company's independent financial advisors, the value of the consideration to be paid in the Acquisition Transaction is more favorable to the stockholders of such company from a financial point of view than the Merger Consideration. Reference in the foregoing definition to the "Merger" and "Merger Consideration" shall include, as applicable, any proposed alteration of the terms of this Agreement submitted by Parent in writing in response to any Acquisition Proposal.

Superior Transaction means the sale to a third party of some or all substantially all of the equity interests or assets of Sellers in response to an unsolicited, bona fide, written offer by such third party, in exchange for consideration consisting exclusively of cash or publicly traded equity securities or a combination thereof , that: (a) was not obtained or made as a direct or indirect result of a breach of or any action inconsistent with Section 5.3 of the Agreement; (b) is not subject to a financing contingency; and (c) is for aggregate consideration in excess of the outstanding amount of all Indebtedness of Sellers held by SoftBank or any of its Affiliates after taking into account any payments or expected payments with respect to such Indebtedness of Sellers from the proceeds from the sale of the Fleet Business.

Superior Transaction means an Alternative Proposal, (a) which is a binding commitment from a Qualified Bidder, (b) which is premised on an implied enterprise value of the Company and its Subsidiaries of more than one hundred and ninety million dollars ($190,000,000), plus the Termination Payment, plus anticipated approximate Expense Reimbursement, plus an initial minimum overbid increment of five million dollars ($5,000,000) as determined by the Debtors’ independent financial advisor, management and the Board acting in good faith, (c) which contains a cash component sufficient to pay all DIP Facility Claims, plus the Termination Payment, plus the anticipated approximate Expense Reimbursement in cash in full, (d) is not subject to a financing condition or contingency and does not rely upon or otherwise assume that the Company obtains Exit Financing which has not otherwise previously been agreed to be provided to the Qualified Bidder, (e) that the Board, after consultation with its outside legal counsel, its independent financial advisors and the Committee, determines in good faith in its business judgment to be higher and better when viewed as a whole for the bankruptcy estate of the Company and the estates of the other Debtors than the transactions contemplated by this Agreement and the Plan, taking into account all terms, conditions and other aspects of such Alternative Proposal as compared to those of this Agreement and the Plan, and taking into account all of the facts and circumstances of the Chapter 11 Proceedings and the Board’s good-faith estimation of the likelihood and timing of consummating the Alternate Transaction, (f) can be consummated no later than February 27, 2015 and (g) that provides for payment in full in cash of all DIP Facility Claims, the Termination Payment and the Expense Reimbursement, upon the effective date or date of consummation (as applicable) of such Alternate Transaction.