Purchaser Superior Proposal means a bona fide Purchaser Acquisition Proposal made in writing on or after the date of this Agreement by a person or persons acting jointly (other than the Purchaser and its affiliates) that did not result from a breach of Article 5 and which or in respect of which:
Purchaser Superior Proposal means any unsolicited bona fide written Purchaser Acquisition Proposal (with the percentages set forth in the definition of such term changed from 20% to 50%) that the Purchaser Board determines in good faith (after consultation with outside counsel and its financial advisor), taking into account all legal, financial, regulatory and other aspects of the proposal and the Person (or group of Persons) making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), (A) if consummated, would be more favorable to the shareholders of Purchaser from a financial point of view than the transactions contemplated by this Agreement (including taking into account any adjustment to the terms and conditions proposed by Company in response to such proposal pursuant to Section 5.4(b) or otherwise) and (B) if accepted, is reasonably likely to be completed on the terms proposed on a timely basis.
Purchaser Superior Proposal means an unsolicited, bona fide Purchaser Acquisition Proposal (with the percentages set forth in the definition of such term changed from 20% to 50%) which the board of directors of Purchaser has reasonably determined in good faith, after consultation with its outside legal counsel and financial advisors, would result in a transaction (x) more favorable to Purchaser’s stockholders from a financial point of view than the Merger, taking into account all relevant factors (including all terms and conditions of such offer and this Agreement (including those changes to the terms of this Agreement proposed by Purchaser in response to such proposal or otherwise)) and (y) is reasonably likely to be consummated in accordance with its terms, taking into account all financial, legal, regulatory and other aspects of such offer; provided, however, that any such offer shall not be deemed to be a “Superior Proposal” if any financing required to consummate the transaction contemplated by such offer is not committed and, in the good faith judgment of the board of directors of Purchaser after consultation with its outside legal counsel and financial advisors, is not reasonably capable of being obtained by such third party; provided, further, that the board of directors of Purchaser shall, in evaluating such proposal, take into account, to the extent it deems relevant, among other things, the long-term prospects of Purchaser following the consummation of the Merger relative to the consideration to be received by the stockholders of Purchaser in such offer.
Examples of Purchaser Superior Proposal in a sentence
In the event of any material change to the terms of such Purchaser Superior Proposal, Purchaser shall, in each case, be required to deliver to Company a new written notice, the notice period shall have recommenced and Purchaser shall be required to comply with its obligations under this Section 5.4 with respect to such new written notice, except that the deadline for such new written notice shall be reduced to two (2) Business Days (rather than four (4) Business Days referenced in clause (ii) above).
If the Purchaser Board determines that such Purchaser Acquisition Proposal would cease to be a Purchaser Superior Proposal, the Purchaser shall promptly so advise the Company and the Purchaser and the Company shall amend this Agreement to reflect such offer made by the Company, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
After delivery of such written notice pursuant to this paragraph 5.g, the Purchaser shall promptly keep the Investor Sellers reasonably informed of all material developments affecting the material terms of any such Purchaser Superior Proposal and shall provide the Investor Sellers with copies of any additional, material written materials received that relate to such Purchaser Superior Proposal.
Nothing contained in this Agreement shall prohibit the Purchaser Board from responding though a directors’ circular or otherwise as required by Law to any Purchaser Acquisition Proposal that is not deemed to be a Purchaser Superior Proposal.
The Purchaser Board will review in good faith any offer made by the Company to amend the terms of this Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Purchaser Acquisition Proposal that previously constituted a Purchaser Superior Proposal ceasing to be a Purchaser Superior Proposal.
More Definitions of Purchaser Superior Proposal
Purchaser Superior Proposal means an unsolicited bona fide written Purchaser Acquisition Proposal that the Board of Directors of Purchaser concludes in good faith to be more favorable from a financial point of view to its shareholders than the Merger and the other transactions contemplated hereby and to be reasonably capable of being consummated on the terms proposed, (i) after receiving the advice of its financial advisors (who shall be a nationally recognized investment banking firm), (ii) after taking into account the likelihood of consummation of such transaction on the terms set forth therein and (iii) after taking into account all legal (with the advice of counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal (including any expense reimbursement provisions and conditions to closing) and any other relevant factors permitted under applicable law, and after taking into account any amendment or modification to this Agreement agreed to by Company; provided that for purposes of the definition of “Purchaser Superior Proposal,” the references to “more than 40%” in the definition of Purchaser Acquisition Proposal shall be deemed to be references to “100%.”
Purchaser Superior Proposal means a bona fide Purchaser Acquisition Proposal (provided, however, that for the purposes of this definition, all references to “20%” in the definition of “Purchaser Acquisition Proposal” shall be changed to “100%”) made in writing on or after the date of this Agreement by a person or persons acting jointly (other than the Company and its affiliates) that did not result from a breach of Article 5 and which or in respect of which the Purchaser Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Purchaser Acquisition Proposal would, taking into account all of the terms and conditions of such Purchaser Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which (i) is in the best interest of the Purchaser; and (ii) would provide superior financial benefits to the Purchaser than those which are anticipated to be provided by the Arrangement;
Purchaser Superior Proposal means an Acquisition Transaction that Purchaser's Board determines in good faith, after consultation with counsel and a financial advisor of nationally recognized reputation and taking into account all relevant material terms of such Acquisition Transaction and this Agreement (including any changes to this Agreement proposed by Sellers in response to an Acquisition Transaction), that, if consummated, would be more favorable to the stockholders of Purchaser than the Transaction and is reasonably capable of being consummated (including by not being subject to a financing condition).
Purchaser Superior Proposal means any unsolicited bona fide written Purchaser Acquisition Proposal from a Person who is an arm’s length third party made after the date of this Agreement: (i) to acquire all of the outstanding Purchaser Shares not beneficially owned by such arm’s length third party or all or substantially all of the assets of the Purchaser on a consolidated basis; (ii) that complies with Securities Laws in all material respects; (iii) that the Purchaser Board determines, in its good faith judgment after receiving the advice of its outside legal counsel and financial advisors, is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal (including any required shareholder approvals and any minimum tender requirements) and the Person making such proposal; (iv) that is not subject to a financing condition and, in respect of which it has been demonstrated to the satisfaction of the Purchaser Board, in its good-faith judgment, after receiving the advice of its outside legal counsel and financial advisors, that adequate arrangements have been made in respect of any financing, including any costs or expenses related thereto, required to complete such Purchaser Acquisition Proposal; (v) that is not subject to any due diligence or access condition; (vi) that requires the termination of this Agreement in accordance with its term; (vii) in the event that the Purchaser does not have the financial resources to pay the Termination Fee, the terms of such Purchaser Acquisition Proposal provide that the Person making such Purchaser Superior Proposal shall advance or otherwise provide the Purchaser the cash required for the Purchaser to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable; and (viii) that the Purchaser Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Purchaser Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Purchaser Acquisition Proposal and the party making such Purchaser Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Purchaser Shareholders than the Arrangement.
Purchaser Superior Proposal means any bona fide, written Purchaser Alternative Proposal (other than a Purchaser Alternative Proposal which has resulted from a violation of paragraph 5 of this Schedule 5) (with all references to “20%” in the definition of Purchaser Alternative Proposal being deemed to be references to “50%”) on terms that the Purchaser Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking into account all the terms and conditions of the Purchaser Alternative Proposal that the Purchaser Board reasonably considers to be appropriate (including the identity of the person making the Purchaser Alternative Proposal and the expected timing and likelihood of completion, any governmental or other approval requirements (including divestitures and entry into other commitments and limitations), break-up fees, expense reimbursement provisions, conditions to completion and availability of necessary financing), would result in a transaction: (i) that, if completed, is more favourable to the Purchaser’s Shareholders from a financial point of view than the Transaction (taking into account any written proposal by the Investor Sellers to amend the terms of this Agreement); (ii) that is reasonably capable of being completed on the terms proposed; and (iii) for which financing, if a cash transaction (whether in whole or in part), is then fully committed or determined to be reasonably available by the Purchaser Board;
Purchaser Superior Proposal means any bona fide offer or proposal for, or any indication of interest in, any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Purchaser, or the acquisition of any significant equity interest in, or a substantial portion of the assets of Purchaser which the board of directors of Purchaser determines in its good faith judgment (based on the advice of its advisors) to be more favorable to Purchaser's shareholders than the Merger (taking into account all factors relating to such proposed transaction deemed relevant by the board of directors of Purchaser, including, without limitation, the financing thereof and all other conditions thereto).
Purchaser Superior Proposal means an unsolicited bona fide written Purchaser Acquisition Proposal to acquire not less than 50% of the outstanding Purchaser Shares or all or substantially all of the assets of the Purchaser and its Subsidiaries on a consolidated basis made by an arm’s length third party after the date of this Agreement: (a) that did not result from or involve a breach of Section 5.6 of this Agreement; (b) in respect of which the Purchaser Board determines in good faith, after consultation with its outside financial and legal advisors, and after taking into account all the terms and conditions of such Purchaser Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Purchaser Acquisition Proposal and the party making such Purchaser Acquisition Proposal, would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction that is more favourable to the Purchaser Shareholders than the Arrangement (taking into account any amendments to the terms and conditions of the Arrangement proposed by the Company pursuant to Section 5.6(i)); and (c) that is reasonably capable of being consummated in accordance with the terms proposed;