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.
Superior Offer means an unsolicited, bona fide Acquisition Proposal to purchase all of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its good faith reasonable judgment, after receipt of a written opinion of RBC or another independent financial advisor of nationally recognized reputation, to be more favorable to the Company’s shareholders than the terms of the Merger taking into account all relevant factors, including without limitation, conditions relating to regulatory approvals, the existence of a financing or due diligence condition, timing considerations and whether financing is committed; 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 reasonably capable of being obtained by such third party.
Superior Offer means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated as references to greater than 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) this Agreement; and (b) is on terms and conditions that the Parent Board or the Company Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof), as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and following consultation with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point of view, to Parent’s stockholders or the Company’s stockholders, as applicable, than the terms of the Contemplated Transactions.
Examples of Superior Offer in a sentence
If Prophecy elects to meet the terms of the Superior Offer, it shall have the greater of 120 days from the date of the Letter Agreement or 90 days from its agreement to meet the terms of the Superior Offer to complete the Arrangement.
The board of directors of Northern will review any proposal by Prophecy to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether Prophecy’s amended proposal upon acceptance by Northern would result in such Superior Offer ceasing to be a Superior Offer.
In the event that any non-cash consideration is comprised of publicly traded securities, the Parties agree that the value to be attributed to such consideration shall be the 30 day average trading price of such securities prior to the date of the Superior Offer multiplied by the number of securities offered.
If Prophecy is unable to complete the Arrangement or meet the Superior Offer within the Notice Period, Northern may, at its option, terminate this Agreement.
SemGroup must pay Energy Transfer a breakup fee of $54.5 million (the “breakup fee”) in the following circumstances: • Termination to Accept Superior Offer.
More Definitions of Superior Offer
Superior Offer means an unsolicited, bona fide written offer made by a third party to purchase all of the outstanding shares of common stock of the Seller or substantially all of the assets of the Seller on terms that the board of directors of the Seller determines, in its reasonable judgment, based upon a written opinion of an independent financial advisor of nationally recognized reputation, to be more favorable to the Seller's shareholders than the terms of the Transactions; 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 or is not reasonably capable of being obtained by such third party.
Superior Offer means an unsolicited, bona fide written offer made by a third Person to consummate any of the following transactions or in one or a series of related transactions:
Superior Offer means an offer or indication of interest to consummate a transaction with the Company that would constitute a Qualified Change of Control that is received following the Company’s entering into a separate Definitive Agreement and that the Board, in its good faith discretion, determines to be superior or otherwise more favorable to the Company and its shareholders as compared to the terms of the then-effective Definitive Agreement.
Superior Offer means any bona fide written Acquisition Proposal involving an Acquisition Transaction that is not subject to any financing contingency, which the Company Board shall have determined (after consultation with its independent financial advisor and its outside legal counsel) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of financing and certainty of closing) of the proposal, the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board deems relevant and (b) if consummated, would be more favorable to the Company’s stockholders (in their capacity as such) and creditors than the Contemplated Transactions; provided that for purposes of the definition of “Superior Offer”, the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”
Superior Offer means any bona fide written Acquisition Proposal involving an Acquisition Transaction, which did not arise from a breach of Section 4.4, that is not subject to any financing contingency, which the Company Board shall have determined (after consultation with its financial advisor and its outside legal counsel) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of financing and certainty of closing) of the proposal, the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board deems relevant and (b) if consummated, would be more favorable to the Company’s stockholders (in their capacity as such) and creditors than the Contemplated Transactions; provided that for purposes of this definition of “Superior Offer,” the references to “35%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.”
Superior Offer means an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving Company pursuant to which the stockholders of Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction or (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer followed with reasonable promptness by a merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of the Company, on terms that the Board of Directors of the Company determines, in its reasonable judgment (after consultation with a financial advisor of national standing) to be more favorable to the Company stockholders 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 in the reasonable judgment of the Company's Board of Directors (after consultation with its financial advisor) to be obtained by such third party on a timely basis.
Superior Offer means a written Acquisition Proposal to acquire at least (A) seventy-five percent (75%) of the equity securities of the Company or (B) seventy-five percent (75%) of the assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), in either case on terms that the Board of Directors of the Company, or any committee thereof, determines, in good faith, after consultation with its outside legal counsel and its financial advisor, is (i) if accepted, reasonably likely to be consummated and (ii) more favorable to the Company’s stockholders (including, without limitation, from a financial point of view) than the Merger and the transactions contemplated by this Agreement (taking into account at the time of determination any proposal by Parent to amend or modify the terms of this Agreement which are committed to in writing and after taking into account such factors deemed relevant by the Board of Directors of the Company, or any committee thereof, including the form of consideration, timing, likelihood of consummation, required approvals, conditions to consummation, and other factors that the Board of Directors may consider in the exercise of its fiduciary duties).