Spinco Superior Proposal definition

Spinco Superior Proposal means an unsolicited, bona fide written Spinco Acquisition Proposal made after the date of this Agreement that would result in a Person or group, other than RMT Partner or any of its Subsidiaries or controlled Affiliates, becoming the beneficial owner of, directly or indirectly, at least 50% of the consolidated net revenues, net income or total assets (including equity securities of any Spinco Entities) of the Spinco Business that Remainco has determined in good faith, after consultation with its financial advisor, that (a) if consummated, would result in a transaction more favorable to Remainco from a financial point of view than the Merger (after taking into account any revisions to the terms of this Agreement proposed by RMT Partner pursuant to Section 8.2(d)(ii) and the time likely to be required to consummate such Spinco Acquisition Proposal), and (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial and regulatory requirements, the likelihood of termination, the timing of closing, and the identity of the Person or Persons making the proposal.
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Spinco Superior Proposal means an unsolicited, bona fide written Spinco Acquisition Proposal made after the date of the Merger Agreement that would result in a person or group, other than Discovery or any of its subsidiaries or controlled affiliates, becoming the beneficial owner of, directly or indirectly, at least 50% of the consolidated net revenues, net income or total assets (including equity securities of any Spinco Entities) of the WarnerMedia Business that AT&T has determined in good faith, after consultation with its financial advisor, that (1) if completed, would result in a transaction more favorable to AT&T from a financial point of view than the Merger (after taking into account any revisions to the terms of the Merger Agreement proposed by Discovery as described below in “—Board Recommendation” and the time likely to be required to consummate such Spinco Acquisition Proposal), and (2) is reasonably likely to be completed on the terms proposed, taking into account any legal, financial and regulatory requirements, the likelihood of termination, the timing of closing, and the identity of the person or persons making the proposal.
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Spinco Superior Proposal means an unsolicited, bona fide written Spinco Acquisition Proposal made after the date of the RMT Transaction Agreement that would result in a person or group, other than Glatfelter or any of its subsidiaries or controlled affiliates, becoming the beneficial owner of, directly or indirectly, at least 50% of the total assets (taken as a whole, including equity securities of any Spinco Entities) of the Spinco Business that Berry has determined in good faith, after consultation with its financial advisor, that (a) if consummated, would result in a transaction more favorable to Berry from a financial point of view than the Merger (after taking into account any revisions to the terms of the RMT Transaction Agreement proposed by Glatfelter and the time likely to be required to consummate such Spinco Acquisition Proposal), and (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial and regulatory requirements, the likelihood of termination, the timing of closing and the identity of the person or persons making the proposal. Glatfelter has agreed in the RMT Transaction Agreement that the Glatfelter Board, including any committee thereof, will not: • withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the recommendation by the Glatfelter Board of the approval by the Glatfelter shareholders of the Charter Amendment proposals and the Share Issuance proposal in a manner adverse to Berry; ​ • fail to include the recommendation by the Glatfelter Board of the approval by the Glatfelter shareholders of the Charter Amendment proposals and the Share Issuance proposal in this document; ​ • fail to recommend, within 10 business days after the commencement of such Glatfelter Acquisition Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of capital stock of Glatfelter (other than by Berry or an affiliate of Berry), against acceptance of such tender offer or exchange offer by its shareholders; or ​ • approve or recommend, or publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement) relating to any Glatfelter Acquisition Proposal. Any action described in the four bulle...
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Examples of Spinco Superior Proposal in a sentence

  • At the end of the five Business Day period, prior to taking action to terminate this Agreement pursuant to Section 10.3(a), the Remainco board of directors shall take into account any changes to the terms of this Agreement proposed by RMT Partner in writing and any other information offered by RMT Partner in response to the notice, and shall have determined in good faith after consultation with its financial advisor that the Spinco Superior Proposal would continue to constitute a Spinco Superior Proposal.

  • At the end of the five (5)-Business Day period, prior to taking action to terminate this Agreement pursuant to Section 10.3(a), the Remainco Board shall take into account any changes to the terms of this Agreement proposed by RMT Partner in writing and any other information offered by RMT Partner in response to the notice, and shall have determined in good faith after consultation with its financial advisor that the Spinco Superior Proposal would continue to constitute a Spinco Superior Proposal.

  • The termination fee is payable by Berry to Glatfelter if the RMT Transaction Agreement is terminated by Berry pursuant to the Spinco Superior Proposal Termination Right.

Related to Spinco Superior Proposal

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

  • 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.

  • 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.

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

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

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • 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.

  • 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.

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

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

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • 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.

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

  • 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.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • 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.

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

  • 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.

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Tax Proposals means all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.