Superior Proposal definition

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

Superior Proposal has the meaning set forth in Section 6.06.

Superior Proposal shall have the meaning set forth in Section 5.3(g).

Examples of Superior Proposal in a sentence

• You may believe that there is a potential for a Superior Proposal to be made in the future.

• After delivery of such written notice pursuant to this Section 5.3(e), Allergan shall promptly inform AbbVie of all material developments affecting the material terms of any such Allergan Superior Proposal and shall promptly provide AbbVie with copies of any additional written materials received or sent that are material to such Allergan Superior Proposal.

• The match right must be complied with for each change in the financial terms of or other material amendment to the Superior Proposal, except that after the first match the three business day period becomes two business days.

• The Directors have formed this view in the absence of a Superior Proposal and subject to the Independent Expert not changing its conclusion or withdrawing its report prior to 8:00 am on the Effective Date.

• Prior to exercising the termination right, Del Monte must have given KKR written notice describing the material terms and conditions of the Superior Proposal and negotiated with KKR in good faith for three business days to enable KKR to match the Superior Proposal.

More Definitions of Superior Proposal

Superior Proposal means an Acquisition Proposal that the Board of Directors of the Company determines in the good faith exercise of its business judgment (after consultation with the Company's independent financial advisors) to be more favorable to the Company's stockholders than the Merger.

Superior Proposal shall have the meaning set forth in Section 10.01.

Superior Proposal means a bona fide Acquisition Proposal to purchase or otherwise acquire directly or indirectly, including by means of a merger, takeover bid, amalgamation, plan of arrangement, business combination or similar transaction, (i) not less than all of the Common Shares (other than Common Shares beneficially owned by the party making such Acquisition Proposal), or (ii) not less than all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, that, in either case:

Superior Proposal shall have the meaning set forth in Section 6.6(b).

Superior Proposal means any bona fide proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the shares of Company Common Stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Offer and the Merger.

Superior Proposal has the meaning set forth in Section 3.4(b)(v)(A);

Superior Proposal has the meaning given to the term in Section 5.7(a)(ii) of this Agreement.