Superior Proposal has the meaning set forth in Section 5.09(a).
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
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.
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
Material Property means all Real Property owned in fee in the United States by any Credit Party, in each case, with a fair market value of $7,425,000 (as determined by the Borrower in good faith) or more, as determined (i) with respect to any Real Property owned by any Credit Party on the Closing Date, as of the Closing Date, and (ii) with respect to any Real Property acquired by a Credit Party after the Closing Date, as of the date of such acquisition.
Environmental Notice means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.
Material Project means the construction or expansion of any capital project of the Borrower or any of its Subsidiaries, the aggregate capital cost of which exceeds $50,000,000.
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Proposed Contract means the agreement including any other terms and conditions contained in or referred to in this RFP that may be executed between the DBSA and the successful Bidder.
Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.
Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Proposed decision means the presiding officer’s recommended findings of fact, conclusions of law, decision, and order in a contested case in which the administrator did not preside.
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).
Material Deviation refers to any contents or characteristics of the proposal that is significantly different from an essential aspect or requirement of the RFP, and : (i) substantially alters the scope and quality of the requirements; (ii) limits the rights of UNDP and/or the obligations of the offeror; and (iii) adversely impacts the fairness and principles of the procurement process, such as those that compromise the competitive position of other offerors.
Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.
Alternative Proposal has the meaning set forth in Section 6.2(b).
Material Modification means any modification to an Interconnection Request that has a material adverse effect on the cost or timing of Interconnection Studies related to, or any Network Upgrades or Local Upgrades needed to accommodate, any Interconnection Request with a later Queue Position.
Proposed Change has the meaning assigned to such term in Section 9.02(c).
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.
Proposed New Lender is defined in Section 2.20.
Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.
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.