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 its good faith judgment, after consultation with the Company’s outside legal counsel and financial advisors, 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) than the Transactions (including after giving effect to 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 “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

Superior Offer. “Superior Offer” shall mean means a bona fide written Acquisition Proposal that the Company Board of Directors determines, in its good faith judgmentfaith, after consultation with the Company’s outside legal counsel and the Company’s financial advisors, is reasonably likely to be consummated in accordance with its terms, and, 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 proposals, if any, any proposals made by Parent pursuant to Section 6.1(b)(i7.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” ”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that the Company Board of Directors determines, in its good faith judgmentjudgement, after consultation with the Company’s its outside legal counsel and its financial advisorsadvisor(s), is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory, timing 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 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, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “2015%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”