Partnership Superior Proposal Notice Period has the meaning set forth in Section 6.3(e)(ii).
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
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).
Acquisition Notice has the meaning set forth in Section 2.5(a).
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.
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.
Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;
Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).
Superior Company Proposal has the meaning set forth in Section 6.02(e).
Business Combination Proposal has the meaning set forth in Section 5.8.
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.
Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).
Alternative Proposal has the meaning set forth in Section 6.2(b).
Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.
Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.
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.
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.
Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days
Initial Notice shall have the meaning set forth in Section 7.1.
Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to 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.
Mediation Notice is defined in Section 6.2(b).