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 to purchase all of the outstanding shares of common stock of the Seller or substantially all of the assets of the Seller on terms that the board of directors of the Seller determines, in its reasonable judgment, based upon a written opinion of an independent financial advisor of nationally recognized reputation, to be more favorable to the Seller's shareholders than the terms of the Transactions; 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 or 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 to purchase all or substantially all of the outstanding shares of common stock Company Common Stock (other than shares of the Seller or substantially all of the assets of the Seller Company Common Stock already held by such third party) on terms that the board of directors of the Seller Company determines, in its reasonable good faith judgment, based upon a written opinion after taking into account the advice of an independent financial advisor of nationally recognized reputation, to be more favorable to the Seller's shareholders Company’s stockholders than the terms of the TransactionsOffer 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 or 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 that is not an Affiliate of the Company to purchase all more than 75% of the outstanding shares of common stock Company Common Stock (other than shares of the Seller or substantially all of the assets of the Seller Company Common Stock already held by such third party) on terms that the board of directors of the Seller determinesCompany reasonably determines in good faith, in after consultation with its reasonable judgment, based upon a written opinion of an independent financial advisor of nationally recognized reputationadvisor(s), to be more favorable to the Seller's shareholders Company’s stockholders than the terms of the TransactionsOffer and 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 or or, in the good faith judgment of the board of directors of the Company, is not reasonably capable of being obtained by such third party.