Superior Transaction. Subject to the LLC Agreement and notwithstanding anything to the contrary in this Agreement, in the event that the Merger Agreement is terminated pursuant to Section 9.01(d)(i) of the Merger Agreement, and the Company concurrently enters into a definitive agreement with respect to the Superior Proposal (whether for cash or non-cash consideration) that was the basis for invoking Section 9.01(d)(i) (or, if thereafter (in one or more iterations) the Company subsequently terminates the definitive agreement for a Superior Proposal (in accordance with the terms thereof) and concurrently enters into a further definitive agreement for an alternative Superior Proposal, as a result of a determination by the Company Board (upon the recommendation of the Transactions Committee) that the proposed alternative transaction contemplated by such subsequent definitive agreement meets the definition of a Superior Proposal with respect to previously entered definitive agreement) (the then-applicable transaction contemplated by a definitive agreement in effect as described above, a “Superior Transaction”), then Stockholder agrees that, during the Extension Period:
(i.) With respect to any tender offer or exchange offer made pursuant to a Superior Transaction, provided that such tender offer or exchange offer includes an Unaffiliated Holders Acceptance Condition:
(i) to promptly (and, in any event, not later than three (3) Business Days after commencement of such offer) validly tender or cause to be validly tendered into such offer, pursuant to and in accordance with the terms of the offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Common Stock Beneficially Owned by Stockholder (free and clear of any Liens or restrictions);
(ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Common Stock during the Extension Period, to promptly (and, in any event, not later than two (2) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company Common Stock) validly tender or cause to be validly tendered into the offer, pursuant to and in accordance with the terms of the offer, all of such additional shares of Company Common Stock (free and clear of any Liens or restrictions); and
(iii) not to withdraw, and not to cause or permit to be withdrawn, any shares of Company Common Stock required to be tendered pursuant to clause (i) or (ii) from such offer unless and u...
Superior Transaction. (a) Notwithstanding any other provision of this Support Agreement, the Companies are only permitted to negotiate a bona fide, unsolicited proposal and to enter into a transaction in respect of any such proposal, if the Boards, following receipt of advice from legal and financial advisors, determine that such proposal would reasonably be expected to result in a Superior Transaction.
(b) The Companies shall, subject to any confidentiality agreements in effect as of the date hereof, provide the Advisors with prompt (and in any event within two (2) Business Days of receipt by the Companies) disclosure, at first orally and thereafter in writing, of any proposal regarding a transaction that is an alternative to the Recapitalization Transaction (a “Transaction Proposal”) of which the Companies or any of their representatives are or become aware, any request for discussions or negotiations in connection with a Transaction Proposal, or any other request for non-public information relating to the Companies in connection with any Transaction Proposal, or for access to the books or records of the Companies by any person that informs the Companies that it is considering making, or has made, a proposal with respect to any Transaction Proposal and any amendments thereto. The Advisors may in turn disclose such information to Canso, to the extent it is subject at such time to a confidentiality agreement with the Companies. Subject to the foregoing, the Companies shall provide Canso and the Advisors with a copy of any Transaction Proposal promptly following receipt thereof (and in any event within two (2) Business Days of receipt by the Companies). The Companies shall keep the Advisors and Canso (for so long as it is party to a confidentiality agreement with the Companies) informed of the status and of any change to the material terms of any such Transaction Proposal.
Superior Transaction. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by the Company at any time prior to the completion of the Subscription Period in order to enter into a definitive agreement to effect a Superior Transaction; provided, that prior to or concurrently with such termination the Company shall pay to each Purchaser any Expense Reimbursement amounts that have not been paid theretofore and prior to or concurrently with such termination, the Company shall pay to Investor an amount in cash equal to $2,450,000.
Superior Transaction. 6.1(l)(iii) Subsidiary...................................................................4.4
Superior Transaction. 5.8(d) Surviving Corporation.........................................
Superior Transaction. The Company may furnish or cause to be furnished information concerning the Company and its business, properties or assets to any Person (each a “Potential Investor”) that expresses a bona fide interest in, as well as provides to the Company reasonable evidence of such Person’s financial ability and wherewithal to consummate, a superior transaction to the Plan. Following receipt of a proposal or offer related to a superior transaction to the Plan from a Potential Investor, the Company (i) may negotiate and discuss such proposal or offer with the Potential Investor; (ii) shall disclose the terms and conditions of such proposal or offer to the Consenting Noteholders subject to any confidentiality agreements with the Consenting Noteholders; and, (iii) if applicable, may disclose to the Bankruptcy Court and any statutory committee formed in the Chapter 11 Cases. In the event that the board of directors of the Company determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such proposal or offer (i) is reasonably capable of being completed, taking into account all financial, legal, regulatory, financing and other aspects of such proposal or offer, and (ii) provides a higher and better recovery to the Debtors’ creditors (a “Superior Transaction”), the Company may immediately terminate its obligations under this Plan Support Agreement by written notice to the Consenting Noteholders. I. Plan Treatment1
Superior Transaction. If the Purchase Agreement is validly terminated in accordance with Section 10.1(h) of the Purchase Agreement, then Buyer shall be entitled to a fee of $400,000 and payment of Buyer Expenses up to a maximum of $300,000. If the Fee is or becomes payable under subsection (a) above, it shall be reduced by any amounts paid pursuant to this subsection (c).
Superior Transaction. Notwithstanding the foregoing, -------------------- nothing in this Agreement shall prevent any of the PRO DUCT Parties from (A) providing information in response to a request therefor by a Third Party Acquiror who has made an unsolicited bona fide written proposal for an Acquisition Transaction, (B) engaging in any negotiations or discussions with any Third Party Acquiror who has made an unsolicited bona fide written proposal for an Acquisition Transaction, or (C) recommending such an Acquisition Transaction to the Stockholders if (i) in each such case the Board of Directors of PRO DUCT determines in good faith that such action is likely to be required for its directors to comply with their respective fiduciary duties under applicable law and (ii) the Board of Directors determines in good faith that such Acquisition Transaction, if accepted, is reasonably likely to be consummated, taking into account legal, financial and regulatory aspects of the proposal and the Third Party Acquiror making the proposal and would, if consummated, result in a transaction more favorable to the Stockholders from a financial point of view than the transactions contemplated by this Agreement (any such favorable Acquisition Transaction being referred to herein as a "Superior Transaction"). --------------------
Superior Transaction. By the SF General Partner acting through the Special Committee if the Special Committee determines that a Possible Alternative would constitute a Superior Transaction.
Superior Transaction. (a) Except as otherwise expressly provided in this Section 11 or with the prior written consent of the Majority Initial Consenting Debtholders, the Concordia Parties shall not, and shall not cause or allow any other subsidiaries or affiliates, agents or representatives to, directly or indirectly, commence, consummate an agreement to commence, make, seek, solicit, assist, initiate, encourage, facilitate, propose, file, support, or initiate any discussions or negotiations regarding any alternative offer, restructuring, sale of assets, merger, workout, plan of arrangement or plan of reorganization other than the CBCA Plan.
(b) Notwithstanding Section 11(a) or any other provision of this Support Agreement, to the extent the Company receives a bona fide unsolicited written proposal, it is permitted to negotiate and enter into a transaction (a “Superior Transaction”) in respect of any such proposal, if following receipt of legal and financial advice and after consulting with the Advisors, and having regard to the extent of Secured Debtholder and Unsecured Debtholder support that may exist for any such Superior Transaction and the requisite Secured Debtholder and Unsecured Debtholder approvals that would be required to implement such Superior Transaction, the Concordia Board determines that such proposal (a) would reasonably be expected to result in a transaction more favourable to the Company and its debtholders than the Recapitalization Transaction, (b) such Superior Transaction will provide that the Secured Debtholders shall, in respect of their Secured Debt, be repaid the principal amount of the Secured Debt in full in cash plus any accrued interest (at the default rate from the date of the Preliminary Interim Order), and any fees and expenses payable to them as part of the Recapitalization Transaction, and (c) such Superior Transaction will provide that the Unsecured Debtholders shall, in respect of their Unsecured Debt, receive consideration greater in value to that payable to them under the CBCA Plan and any fees and expenses payable to them as part of the Recapitalization Transaction. The Company shall, as soon as practicable, and in any event, within 48 hours, notify the Advisors (orally at first and then in writing) if it receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a Superior Transaction, of such alternative inquiry, proposal or offer, including the identit...
