Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
Adverse Recommendation Change has the meaning assigned in Section 5.7(f).
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Superior Proposal has the meaning set forth in Section 5.09(a).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Company Recommendation has the meaning set forth in Section 5.3(b).
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.
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 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.
Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.
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.
Alternative Proposal has the meaning set forth in Section 6.2(b).
ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.
Transaction Proposal has the meaning specified in Section 8.02(c).
approved proposal means a proposal approved or determined under this Agreement;
Proposal means the Technical Proposal and the Financial Proposal.
Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.