Common use of Superior Offer Clause in Contracts

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 determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, and, 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 Company Board 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 (after giving effect to 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 “20%” in the definition of Acquisition Proposal shall be deemed to be references to “90%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal made by a third-party after the date of this Agreement that (a) did not result from or arise in connection with from, and is not otherwise attributable to, a material breach of Section 5.3 of the Agreement and that (b) the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisoradvisor(s), is reasonably likely to be consummated in accordance with its terms, and, taking into account all legal, regulatory regulatory, timing and financing aspects (including certainty of closing) of the proposal and the Person making the proposal and all other aspects of the Acquisition Proposal that the Company Board deems relevantProposal, is and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from both a financial point of view and taking into account all legal, regulatory and financing aspects (including certainty of closing) than the Transactions (after giving effect to any proposals 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 “2015%” in the definition of Acquisition Proposal shall be deemed to be references to “9050%.”

Superior Offer. “Superior Offer” shall mean a bona fide written Acquisition Proposal that did not result from or arise solicited in connection with a material breach violation of Section 5.3 of the Agreement and that the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisoradvisor(s), is reasonably likely to be consummated in accordance with its terms, and, 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 Company Board 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 transaction contemplated by this Agreement (including after giving effect to any proposals 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%% or more” in the definition of Acquisition Proposal shall be deemed to be references to “90more than 50%.”

Superior Offer. “Superior Offer” shall mean a an unsolicited, bona fide written Acquisition Proposal that did not result resulting from or arise in connection with a material breach of Section 5.3 on terms that the Board of Directors of the Agreement and that the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisoradvisor of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, and, 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 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 (after giving effect to any proposals 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 “20%” in the definition of Acquisition Proposal shall be deemed to be references to “9080%.”

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 the Board of Section 5.3 Directors of the Agreement and that the Company Board determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisoradvisor of nationally recognized reputation, (i) is reasonably likely to be consummated in accordance with its terms, and, 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 Company 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 (after giving effect to any proposals 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 “20%” in the definition of Acquisition Proposal shall be deemed to be references to “90100%.”