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, taking into account all legal, 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, 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 proposals, if any, made by Parent pursuant to Section 5.1(b)(i)); provided that (x) 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 “100%” and (y) the reference to “license”, “partnership”, “collaboration” and “revenue-sharing arrangement” in the definition of Acquisition Proposal shall be disregarded and deemed deleted.

Superior Offer. “Superior Offer” shall mean a an unsolicited bona fide written Acquisition Proposal that the Company Board of Directors determines, in its good faith judgment, after consultation with the Company’s its outside legal counsel and its financial advisorsadvisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing, termination fee, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board of Directors deems relevant, 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 transaction contemplated by this Agreement (including after giving effect to proposals, if any, made by Parent pursuant to Section 5.1(b)(i6.1(b)(i)); provided that (x) 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 “10080%” and (y) the reference to “license.”, “partnership”, “collaboration” and “revenue-sharing arrangement” in the definition of Acquisition Proposal shall be disregarded and deemed deleted.

Superior Offer. “Superior Offer” shall mean a an unsolicited, bona fide written Acquisition Proposal that Proposal, which the Board board of Directors determines, directors of the Company determines in its good faith judgmentfaith, after consultation with taking into account the advice of DBO, or another independent financial advisor of nationally recognized reputation and the Company’s outside legal counsel and financial advisorscounsel, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects is: (including certainty of closingi) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, 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 terms of the Merger, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making the proposal (including after giving effect any changes to proposals, if any, made the terms of this Agreement proposed by Parent pursuant to Section 5.1(b)(i)the Company in response to such proposal or otherwise, and any fees payable by the Company hereunder); provided and (ii) is reasonably likely to be consummated on the terms proposed; provided, that (x) for purposes of the this definition of “Superior Offer,” and the definition of “Acquisition Proposal” as used in this definition, the references to “20%” 15% in the definition of Acquisition Proposal Transaction shall be deemed to be references to “10050%” and (y) the reference to “license”, “partnership”, “collaboration” and “revenue-sharing arrangement” in the definition of Acquisition Proposal shall be disregarded and deemed deleted.

Superior Offer. “Superior Offer” shall mean a an unsolicited, bona fide written Acquisition Proposal not resulting from a breach of Section 5.3 on terms that the Board of Directors of the Company determines, in its good faith judgment, after consultation with the Company’s its outside legal counsel and its financial advisorsadvisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of financing and 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, 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 proposals, if any, made transactions contemplated by Parent pursuant to Section 5.1(b)(i))this Agreement; provided that (x) 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 “10080%” and (y) the reference to “license.”, “partnership”, “collaboration” and “revenue-sharing arrangement” in the definition of Acquisition Proposal shall be disregarded and deemed deleted.