SuperiorProposal definition

SuperiorProposal means, with respect to Seller, any bona fide written proposal made by a Person not a party to this Agreement 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 Seller Stock then outstanding, or all or substantially all of the assets of Seller, and otherwise (a) on terms which Seller Board determines in good faith, after consultation with its financial advisor, to be more favorable from a financial point of view to Seller’s shareholders than the transaction contemplated by this Agreement, and (b) that constitutes a transaction that, in Seller Board’s good faith judgment, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory and other aspects of such proposal.
Sample 1

Related to SuperiorProposal

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

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

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • 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.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • Superior Offer Superior Offer" shall mean 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.

  • Integration Proponent means in relation to an Integration Agreement, "the Company" or "the Joint Venturers" as the case may be as defined in, and for the purpose of, that Integration Agreement; "iron ore" includes, without limitation, beneficiated ore; "laws relating to native title" means laws applicable from time to time in the said State in respect of native title and includes the Native Xxxxx Xxx 0000 (Commonwealth);