Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
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).
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.
Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).
Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;
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.
Alternative Proposal has the meaning set forth in Section 6.2(b).
Superior Company Proposal has the meaning set forth in Section 6.02(e).
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.
Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.
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.
Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.
Proposal date as referenced herein shall mean the local date and time specified in the proposal documents.
Mediation Notice is defined in Section 6.2(b).
Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.
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.
Proposal means the Technical Proposal and the Financial Proposal of the Consultant.
Business Combination Proposal has the meaning set forth in Section 5.8.
Acquisition Notice has the meaning set forth in Section 2.5(a).
Proposal Letter means the letter, executed by or on behalf of Proposer, delivered with its Proposal and conforming to Form A to the ITP.
Transaction Proposal has the meaning specified in Section 8.02(c).
Proposal / Bid means the technical proposal and the commercial/financial proposal.