Definition of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means a bona fide Acquisition Proposal (but substituting “50%” for all references to “15%” in the definition of such term) that the Board of Directors or the Special Committee determines in good faith, after consultation with the Special Committee’s financial advisor, is on terms that are more favorable from a financial point of view to the Company’s stockholders than the terms provided hereunder (taking into account any offer by Parent to amend the terms of this Agreement pursuant to Section 7.03(d)).
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Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
Definition of Superior Proposal. For purposes of this Agreement, “Superior Proposal” means a bona fide Acquisition Proposal (but substituting “50%” for all references to “15%” in the definition of such term) on terms that the Board of Directors or the Special Committee determines in good faith, after consultation with the Special Committee’s financial advisor, is on terms that are more favorable from a financial point of view to the Company’s stockholders than the terms as provided hereunder (taking into account any offer proposal by Parent to amend the terms of this Agreement pursuant to Section 7.03(d)).
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