AuRico Superior Proposal definition

AuRico Superior Proposal means any bona fide written proposal by a third party, directly or indirectly, to acquire all or substantially all of the assets of AuRico (on a consolidated basis) or 100% of the AuRico Shares, whether by way of merger, amalgamation, arrangement, share exchange, takeover bid, recapitalization, sale of assets or otherwise, and that the AuRico Board determines in its good faith (based upon the written advice from its financial advisors and outside legal counsel): (i) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (ii) is fully financed or is reasonably capable of being fully financed; and (iii) would, if consummated in accordance with its terms, result in a transaction more favourable to AuRico Shareholders from a financial point of view than the terms of the Arrangement (including any adjustment to such terms proposed by Northgate as contemplated by subsection 6.4(b));
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AuRico Superior Proposal means any bona fide unsolicited written AuRico Acquisition Proposal made by an arm’s length third party that is made after the date of this Agreement (and not obtained in violation of Section 6.3 of this Agreement), to acquire all or substantially all of the assets of AuRico (on a consolidated basis) or 100% of the AuRico Shares not beneficially owned by the party making such AuRico Acquisition Proposal and any joint actor or any of their respective affiliates, whether by way of a single or multistep transaction or a series of related transactions, and that the AuRico Board unanimously determines in its good faith (based upon the advice from its financial advisors and outside legal counsel) as reflected in the minutes of the AuRico Board (a copy of which shall be provided to Alamos promptly after the determination by the AuRico Board): (i) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (ii) is not subject to any financing condition; (iii) is not subject to a due diligence or access to information condition; (iv) in the case of an offer to acquire all of the issued and outstanding AuRico Shares, is made to all AuRico Shareholders (other than the party making such AuRico Acquisition Proposal) on the same terms and conditions (including the form and the amount of consideration); (v) would, if consummated in accordance with its terms, but not assuming away any risk of non-completion, result in a transaction more favourable to AuRico Shareholders (other than Alamos and its affiliates and any of their respective joint actors and their respective affiliates) from a financial point of view than the terms of the Arrangement (including any adjustment to such terms proposed by Alamos as contemplated by subsection 6.4(b)); and (vi) failure to recommend such AuRico Acquisition Proposal to the AuRico Shareholders would be inconsistent with its fiduciary duties under applicable Law;
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AuRico Superior Proposal means any bona fide unsolicited written AuRico Acquisition Proposal made by an arm’s length third party that is made after the date of the Arrangement Agreement (and not obtained in violation of the Arrangement Agreement), to acquire all or substantially all of the assets of AuRico (on a consolidated basis) or 100% of the AuRico Shares not beneficially owned by the party making such AuRico Acquisition Proposal and any joint actor or any of their respective affiliates, whether by way of a single or multistep transaction or a series of related transactions, and that the AuRico Board unanimously determines in its good faith (based upon the advice from its financial advisors and outside legal counsel) as reflected in the minutes of the AuRico Board (a copy of which shall be provided to Alamos promptly after the determination by the AuRico Board): (i) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (ii) is not subject to any financing condition; (iii) is not subject to a due diligence or access to information condition; (iv) in the case of an offer to acquire all of the issued and outstanding AuRico Shares, is made to all AuRico Shareholders (other than the party making such AuRico Acquisition Proposal) on the same terms and conditions (including the form and the amount of consideration); (v) would, if consummated in accordance with its terms, but not assuming away any risk of non-completion, result in a transaction more favourable to AuRico Shareholders (other than Alamos and its affiliates and any of their respective joint actors and their respective affiliates) from a financial point of view than the terms of the Arrangement (including any adjustment to such terms proposed by Alamos as contemplated by the Arrangement Agreement); and (vi) failure to recommend such AuRico Acquisition Proposal to the AuRico Shareholders would be inconsistent with its fiduciary duties under applicable law; - 119 -
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Examples of AuRico Superior Proposal in a sentence

  • In certain limited circumstances, including if one of AuRico or Alamos enters into an agreement regarding an AuRico Superior Proposal or an Alamos Superior Proposal, the party entering into the agreement regarding the AuRico Superior Proposal or the Alamos Superior Proposal will be required to pay the other party a Termination Payment.


More Definitions of AuRico Superior Proposal

AuRico Superior Proposal means any bona fide written proposal by a third party, directly or indirectly, to acquire all or substantially all of the assets of AuRico (on a consolidated basis) or 100% of the AuRico Shares, whether by way of merger, amalgamation, arrangement, share exchange, takeover bid, recapitalization, sale of assets or otherwise, and that the AuRico Board determines in its good faith (based upon the written advice from its financial advisors and outside legal counsel): (i) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (ii) is fully financed or is reasonably capable of being fully financed; and (iii) would, if consummated in accordance with its terms, result in a transaction more favourable to AuRico Shareholders from a financial point of view than the terms of the Arrangement (including any adjustment to such terms proposed by Northgate as provided in the non-solicitation provisions of the Arrangement Agreement);
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Related to AuRico Superior Proposal

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of 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 and is not likely to be obtained by such third party on a timely basis.