Financially Superior Proposal definition

Financially Superior Proposal means an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) will result in a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Acquisition Proposal. As used herein, "Material Subsidiary" means any Subsidiary of the Company whose consolidated revenues, net income or assets constitute 20% or more of the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole. Nothing in this Agreement, including Section 6(g), shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure required by an applicable Law.
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Financially Superior Proposal means an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) is likely to result in a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Proposal. As used herein, "Material Subsidiary" means any Subsidiary whose consolidated revenues, net income or assets constitutes 30% or more of the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole. Nothing contained in this Section 7.5 shall prohibit the Company or the Company's Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure required by applicable law. As used herein, an "Acceptable Confidentiality Agreement" shall mean a confidentiality agreement substantially similar to the Confidentiality Agreement; provided that it may contain standstill provisions different than in the Confidentiality Agreement if the Board of Directors of the Company determines its fiduciary duties so require; provided further that, if such executed Acceptable Confidentiality Agreement does not contain any standstill restrictions or contains standstill restrictions less restrictive than those in the Confidentiality Agreement or contains standstill restrictions which are then waived or not enforced by the Company, then Alcatel shall similarly be released from the standstill restrictions in the Confidentiality Agreement or the standstill restrictions in the Confidentiality Agreement shall automatically be modified to be no more restrictive than those contained in the executed Acceptable Confidentiality Agreement or the Company shall waive and not enforce the standstill restrictions in the Confidentiality Agreement.
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Examples of Financially Superior Proposal in a sentence

  • As used herein, a "Financially Superior Proposal" shall mean an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) will result in a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Acquisition Proposal.

Related to Financially Superior Proposal

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

  • 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.

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

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

  • 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.

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

  • 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.

  • 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.

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

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

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

  • 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.

  • 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.

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

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

  • Proposal means the Technical Proposal and the Financial Proposal.

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

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

  • Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405.

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • 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.