Common use of Superior Offer Clause in Contracts

Superior Offer. “Superior Offer” shall mean an unsolicited, bona fide written offer made by a third party for an Acquisition Transaction (provided that for purposes of this definition, each reference to 15% in the definition of Acquisition Transaction shall be deemed to be a reference to 75%) on terms that the Company’s board of directors determines, in its good faith judgment, having considered the advice of the Financial Advisor, to be (a) more favorable to the Company’s stockholders from a financial point of view than the terms of the Merger and (b) reasonably expected to be consummated; 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 reasonably capable of being obtained by such third party.

Superior Offer. “Superior Offer” " shall mean an unsolicited, bona fide written offer made by a third party for an Acquisition Transaction unaffiliated with the Company to acquire (provided that for purposes by way of this definitionmerger, each reference to 15% tender offer or otherwise) of all of the outstanding shares of Company Capital Stock or all or substantially all of the assets of the Company, in the definition of Acquisition Transaction shall be deemed to be a reference to 75%) any such case, on terms that the Company’s board of directors of the Company determines, in its good faith reasonable judgment, having considered the advice based upon a written opinion of the Financial AdvisorPetkevich or another independent financial advisor of at least reasonably equivalent reputation, to be (a) more favorable to the Company’s 's stockholders from a financial point of view than the terms of the Merger and (b) reasonably expected to be consummatedOffer or 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 reasonably capable of being obtained by such third party.

Superior Offer. “Superior Offer” " shall mean an unsolicited, bona fide written offer made by a third party for to purchase all of the outstanding shares of Company Common Stock or all or substantially all of the Company's assets on terms that the Board of Directors of the Company determines, in its reasonable judgment, based upon a written opinion of an Acquisition Transaction independent financial advisor of nationally recognized reputation (provided it being understood that Imperial Capital, LLC shall be deemed a financial advisor of nationally recognized reputation for purposes of this definition, each reference to 15% in the definition of Acquisition Transaction shall be deemed to be a reference to 75%) on terms that the Company’s board of directors determines, in its good faith judgment, having considered the advice of the Financial AdvisorAgreement), to be (a) more favorable to the Company’s 's stockholders from a financial point of view than the terms of the Merger and (b) reasonably expected to be consummatedOffer or 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 reasonably capable of being obtained by such third party.

Superior Offer. “Superior Offer” " shall mean an unsolicited, bona fide written offer made by a third party for an Acquisition Transaction to purchase or otherwise acquire (provided that for purposes whether by means of this definitiona merger, each reference to 15consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction) 50% in or more of the definition outstanding shares of Acquisition Transaction shall be deemed to be a reference to 75%) on terms that Company Common Stock, which the Company’s board of directors of the Company determines, in its good faith reasonable judgment, having considered after receiving the advice of the Financial Advisoran independent financial advisor of nationally recognized reputation, to be (a) has terms more favorable to the Company’s 's stockholders from a financial point of view than the terms of the Merger and (b) reasonably expected to be consummatedMerger; 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 reasonably capable of being obtained by such third party.

Superior Offer. “Superior Offer” shall mean an unsolicited, bona fide written offer made by a third party for an Acquisition Transaction (provided that for purposes to purchase at least 75% of this definitionthe outstanding shares of Company Common Stock or assets of the Acquired Corporations, each reference to 15% in the definition of Acquisition Transaction shall be deemed to be taken as a reference to 75%) whole, on terms that the Company’s board of directors Company Board determines, in its good faith judgment, after having considered the advice of consulted with the Financial Advisor, to be (a) more favorable to the Company’s stockholders from a financial point of view than the terms of the Merger and (b) reasonably expected likely to be consummatedconsummated if such offer were to be accepted by the Company; provided, however, that any such offer shall not be deemed to be a “Superior Offer” if any financing is required to consummate the transaction contemplated by such offer and either (i) such financing is not committed and or (ii) the Company Board has not determined that such financing is not reasonably capable of being likely to be obtained by such third party.