Superior Acquisition Proposal definition

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.

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 Acquisition Proposal has the meaning set forth in Section 7(a)(iv).

Examples of Superior Acquisition Proposal in a sentence

• The Agreement and Plan of Merger obligates your committee to recommend to the shareholders the "Superior Acquisition Proposal".

• As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which a majority of the members of the Company Board determines in good faith to be more favorable to the Company's shareholders from a financial point of view than the Merger and which the Company Board determines is reasonably capable of being consummated.

• The Master Agreement contains a prohibition on providing any confidential information or data to any third party unless the general partner of the Partnership determines in good faith that a "Superior Acquisition Proposal" could result.

• The Stockholders agree that concurrently with the consummation of any Superior Acquisition Proposal (such a transaction, a "Superior Proposal Transaction"), Sunstone Parties shall have the right (the "Drag-Along Right") to require Alter and Biedxxxxx, xxd Alter and Biedxxxxx xxxll have the obligation, to sell to Sunstone Parties or the Third Party Acquiror in such Superior Proposal Transaction all, but not less than all, of the Lessee and Management Equity in consideration of the Purchase Price.

• We assumed by your reference to a "Superior Acquisition Offer" in your January 10 letter that you are attempting to formulate a proposal which would constitute a Superior Acquisition Proposal, which is defined in the Master Agreement as a bona fide acquisition proposal which the general partner determines in good faith (a) to be more favorable to the Holders from a financial point of view than the Whitehall transaction, and (b) to be reasonably likely to be consummated.

More Definitions of Superior Acquisition Proposal

Superior Acquisition Proposal has the meaning set out in Section 2.2(c)(B);

Superior Acquisition Proposal means any bona fide written proposal or offer made by a Third Party in respect of an Acquisition Proposal, which the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside counsel and the Financial Advisor, would result in a transaction that if consummated would be more favorable from a financial point of view to the Public Shareholders than the Merger (including any proposal by Parent to amend the terms of this Agreement), and is reasonably capable of being consummated on the terms so proposed taking into account all financial, regulatory, legal and other aspects of such proposal.

Superior Acquisition Proposal means an Acquisition Proposal received by the Company without violation of the provisions of Section 6.5(a), having terms which the Board of Directors of the Company determines, in the exercise of its fiduciary duties, after consultation with outside counsel, and upon the written opinion of its outside financial advisor to be more favorable to the Company's stockholders from a financial point of view than the Offer and the Merger.

Superior Acquisition Proposal means any bona fide, written Competing Transaction Proposal made by a third party, not solicited in violation of subsection 6.02(a), that is on terms that the Board of Directors of the Company reasonably determines in good faith (after consulting with its outside financial advisors) would after taking into account all the terms and conditions of the Competing Transaction Proposal including any breakup fees, expenses, reimbursement provisions and conditions (including but not limited to financial, legal or regulatory conditions) to consummate the transaction (A) result in a transaction that is more favorable, from a financial point of view, to the Company Shareholders than the transactions contemplated hereby if such Competing Transaction Proposal were to be consummated, (B) the Board of Directors reasonably believes that the Competing Transaction Proposal has a substantial likelihood of being consummated, and (C) for which financing, to the extent required, is evidenced by a financing commitment letter subject only to its terms, executed by a credible, nationally recognized lender of significant financial worth, or is from a person which, in the good faith reasonable judgment of the Board of Directors (after consultation with its outside financial advisors) is financially capable of consummating the proposal.

Superior Acquisition Proposal means a written, bona fide Acquisition Proposal made by one of the Existing Interested Parties or any third party which the Board or the Special Committee determines in its good faith judgment (i) to be superior from a financial point of view to the holders of Common Shares than the transactions contemplated by this Agreement (after consultation with the Company's financial advisor) taking into account all of the terms and conditions of such Acquisition Proposal and of this Agreement (including any proposal by Acquiror to amend the terms of the transaction contemplated by this Agreement) and (ii) is reasonably capable of being completed, taking into account all financial, regulatory and other aspects of such Acquisition Proposal.

Superior Acquisition Proposal means a bona fide written proposal made by a third party to acquire, directly or indirectly, Cornerstone and/or Cornerstone Partnership pursuant to a tender or exchange offer, merger, share exchange, consolidation or sale of all or substantially all of the assets of Cornerstone, Cornerstone Partnership, and the Cornerstone Subsidiaries or otherwise (i) on terms which a majority of the Board of Directors of Cornerstone determines in good faith, (A) taking into account the advice of Cornerstone's financial advisors of nationally recognized reputation, are superior, from a financial point of view, to Cornerstone's stockholders to those provided for in the Merger and (B) to be more favorable generally to Cornerstone's stockholders (taking into account all financial and strategic considerations and other relevant factors, including relevant legal, financial, regulatory and other aspects of such proposals, and the conditions, prospects and time required for completion of such proposal), (ii) for which financing, to the extent required, is then fully committed and capable of being obtained and (iii) which the Board of Directors of Cornerstone determines in good faith is reasonably capable of being consummated.

Superior Acquisition Proposal means any Acquisition Proposal that the Board determines in its good faith judgment (after consultation with the Company’s outside legal counsel and independent financial advisor) to be (A) on terms superior in value from a financial point of view and more favorable to the holders of Shares than the transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement (including any offer by the Parent to amend the terms of the transactions contemplated by this Agreement), and (B) reasonably capable of being completed, taking into account all financial, regulatory, legal, and other aspects of such proposal and the identity and nature of the financing of the person or entity making such proposal.