Superior Proposal Termination definition

Superior Proposal Termination means a termination of the Definitive Agreement (a) by the Borrower in accordance with Section 8.01(d)(ii) of the Definitive Agreement or (b) by the Lender in accordance with Section 8.01(c)(ii) of the Definitive Agreement.
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Superior Proposal Termination shall have the meaning as set forth in Section 9.1(g) of the Agreement.
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Superior Proposal Termination has the meaning ascribed to it in Section 9.1(a)(ii)(B).
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Examples of Superior Proposal Termination in a sentence

  • In the event of a Superior Proposal Termination in accordance with the foregoing, Credible must pay to FOX the termination fee (as described in Section 8.22, below) immediately prior to or concurrently with the termination of the Merger Agreement and must enter into a definitive Acquisition Agreement concurrently therewith or promptly thereafter.

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  • A Superior Proposal Termination Notice (including a new Superior Proposal Termination Notice) may be revoked by the Company prior to the termination of this Agreement.

  • However, for purposes of determining if the Durata Termination Fee is payable, the term “Takeover Proposal” has the meaning described in “— No Solicitation” above, except that all references to “20%” are deemed to be references to “50%”; • if this Agreement is terminated by Parent pursuant to an Adverse Recommendation/Breach Termination; or • if this Agreement is terminated by Durata pursuant to a Superior Proposal Termination.


More Definitions of Superior Proposal Termination

Superior Proposal Termination has the meaning ascribed to it in Section 9.1(a)(ii)(B). “Takeover Offer” means an offer in accordance with Section 3.6 for the entire issued share capital of the Company (other than any Company Shares beneficially owned by Parent or Acquirer Sub and any Company Shares held by any member of the Company Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.
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Superior Proposal Termination has the meaning set forth in Section 7.02(c)(ii).
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Superior Proposal Termination shall have the meaning assigned to such term in the Loan Agreement.
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Superior Proposal Termination shall have the meaning given to such term in Section 8.11(d).
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Related to Superior Proposal Termination

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

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

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

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

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

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

  • 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.

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

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

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

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

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Change in Control Termination means that while this Agreement is in effect:

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Normal Termination means termination of employment or service with the Company and Affiliates:

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Partial Termination has the meaning set forth in the Section 6.3(a).

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

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Date means the date on which a Change in Control occurs.

  • Company Termination Event means any of the following:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).