Common use of Definition of Superior Proposal Clause in Contracts

Definition of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any bona fide, unsolicited written Acquisition Proposal (which definition will be read, for this purpose, without the word “inquiry” in the second line thereof) for at least a majority of the outstanding shares of Clearwire Capital Stock on terms that Clearwire’s Board of Directors determines in good faith by a majority vote, after consultation with its legal and financial advisors and taking into account those matters deemed relevant in good faith by the Board of Directors, including among other things, all the terms and conditions of the Acquisition Proposal, including any break-up fees, expense reimbursement provisions, conditions to consummation and long-term strategic considerations, are more favorable from a financial point of view to the stockholders of Clearwire than the Transactions and for which financing, if a cash transaction (whether in whole or in part), is then fully committed or reasonably determined to be available by the Board of Directors of Clearwire.