Common use of Superior Offer Clause in Contracts

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines in good faith after consultation with the Company’s financial advisors and outside legal counsel, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “75%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made transaction contemplated by Parent pursuant to Section 6.1(b)(i))this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7580%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made transaction contemplated by Parent pursuant to Section 6.1(b)(i))this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7580%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and a financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i))and any revised items thereof; provided that for purposes of the definition of “Superior Offer,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7580%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of Section 5.3 of the Agreement and that the Company Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board of Directors deems relevant, is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, any proposals made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i5.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”

Superior Offer. “Superior Offer” shall mean a an unsolicited bona fide written Acquisition Proposal that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”

Superior Offer. “Superior Offer” shall mean means a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closingclosing and certainty of financing, if applicable) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made transaction contemplated by Parent pursuant to Section 6.1(b)(i))this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7580%.”

Superior Offer. “Superior Offer” shall mean a bona fide fide, written Acquisition Proposal that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%”.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i5.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “75%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closingfinancing, if applicable, and likelihood of consummation) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made transactions contemplated by Parent pursuant to Section 6.1(b)(i))this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7580%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisor of nationally recognized reputation, (i) is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, (ii) is not subject to a financing condition, and (iii) if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made transaction contemplated by Parent pursuant to Section 6.1(b)(i))this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “75100%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Board of Directors determines of the Company determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company’s Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders shareholders (solely in their capacity as such, and excluding the Rollover Investors) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made transaction contemplated by Parent pursuant to Section 6.1(b)(i))this Agreement; provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that did not result from or arise in connection with a material breach of Section 5.3 of the Agreement and that the Company Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and its outside legal counselcounsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board of Directors deems relevant, is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, any proposals made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” ”, the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7590%.”

Superior Offer. “Superior Offer” shall mean a bona fide fide, written Acquisition Proposal that the Board of Directors determines determines, in its good faith judgment, after consultation with the Company’s financial advisors and outside legal counselcounsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing, regulatory and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to written proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “1520%” in the definition of Acquisition Proposal shall be deemed to be references to “7550%.”