Definition of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any bona fide, written Acquisition Proposal not solicited in breach of this Agreement (but substituting “50%” for all references to “20%” in the definition of such term) by any Person or group (other than Parent or any of its Subsidiaries), (i) on terms that the Company Board determines in good faith after consultation with outside counsel and its financial advisor, are more favorable to the Company’s stockholders than the Merger, taking into account the terms and conditions (including all financial, regulatory, financing, conditionality, legal and other terms and conditions) of such proposal and this Agreement (taking into account any revisions to the terms of this Agreement proposed by Parent in response to such Acquisition Proposal as contemplated by Section 6.03(e)) and (ii) that the Company Board determines is reasonably likely to be completed on the terms proposed, taking into account all financial, regulatory, financing, timing, conditionality, legal and other aspects of such proposal.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp)
Definition of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any a bona fide, unsolicited written Acquisition Proposal not solicited in breach of this Agreement (but substituting “50%” for all references to “2015%” in the definition of such term) by any Person or group (other than Parent or any of its Subsidiaries), (i) on terms that the Company Board of Directors determines in good faith after consultation with outside counsel and its financial advisor, are more favorable from a financial point of view to the Company’s stockholders than the Offer and the Merger, taking into account the terms and conditions and all other relevant factors (including all financial, regulatory, financing, conditionality, legal and other terms and conditions) of such proposal and this Agreement (taking into account any revisions to the terms of this Agreement proposed by Parent in response to such Acquisition Proposal as contemplated by Section 6.03(e7.03(e)) and (ii) that the Company Board of Directors determines is reasonably likely to be completed on the terms proposed, taking into account all financial, regulatory, financing, timing, conditionality, legal and other aspects of such proposal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anacor Pharmaceuticals, Inc.)
