Superior Alternative definition

Superior Alternative means the occurrence of one or more Intervening Events, taken as whole, as a result of which the "fair value" per share of each class of Company Stock (within the meaning of Section 910 of the NYBCL), determined by the Special Committee assuming the termination of this Agreement in accordance with Section 7.01(b)(iii) (and as of immediately following such assumed termination), would reasonably be expected to exceed the Merger Consideration. Such determination shall be made by the Special Committee in good faith, by resolution duly adopted by it after consultation with its outside legal counsel of nationally or regionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve)), based on the written advice of such legal counsel and financial advisor, and after taking into account the risks, probabilities and uncertainties of the effects of such Intervening Events on the business, assets (including intangible assets), condition (financial or otherwise), results of operations and prospects of the Company and its Subsidiaries, taken as a whole.
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Superior Alternative means the occurrence of one or more Intervening Events, taken as whole, as a result of which the "fair value" per share of each class of Company Stock (within the meaning of Section 910 of the NYBCL), determined by the Special Committee, after consultation with its legal and financial advisors, and assuming the termination of the Merger Agreement by Parent or us on the basis that the Shareholder Approval and the Public Shareholder Approval shall not have been obtained at the Special Meeting or any adjournment or postponement thereof (and as of immediately following such assumed termination), would reasonably be expected to exceed the merger consideration. Such determination shall be made by the Special Committee in good faith (after consultation with its outside legal counsel of nationally or regionally recognized reputation (including Harter Secrest) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve)), based on the written advice of such legal counsel and financial advisor, and after taking into account the risks, probabilities and uncertainties of the effects of such Intervening Events on the business, assets (including intangible assets), condition (financial or otherwise), results of operations and prospects of the Company and its subsidiaries, taken as a whole.
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Superior Alternative means a determination by the Board of Directors of the Company in its reasonable judgment by a majority vote, after considering the advice of its financial and legal advisors, including ▇▇▇▇▇▇▇, Sachs & Co. and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, that a Liquidation Alternative would be more favorable to the stockholders of the Company from a financial point of view than the terms of the Merger (including the Cash Dividend) or that consummation of the transactions contemplated by this Agreement (including the Cash Dividend and the Merger) are unlawful under applicable law.
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Examples of Superior Alternative in a sentence

  • If any Company Party notifies the Consenting Noteholders Advisors, or announces publicly, that any Company Party has entered, or intends to enter, into definitive documentation with respect to a Superior Alternative Transaction, then all obligations of each Consenting Noteholder and the Company Parties under this Agreement shall immediately terminate, without any further action of any Party hereunder.

  • Based on this analysis, the Environmentally Superior Alternative will be identified (as required by CEQA).

  • The EIR determined that other than the No Project Alternative, the Environmentally Superior Alternative would be the Reduced Source Water (No Tembladero Slough) Alternative combined with the Alternative Monterey Pipeline.

  • In addition, upon payment of the Superior Alternative Proposal Payment, all outstanding securities of the Company (including any shares of Series B Preferred Stock, Warrants, shares of Common Stock, shares of Series A Preferred Stock and shares of Series A-1 Preferred Stock) held by the Purchasers shall be retired or cancelled.

  • For purposes of clarification, only the majority of the Non-Gores Directors (and not the full Board) shall be involved in the evaluation and negotiation of any Superior Alternative Proposal.

  • If any Superior Alternative Proposal involves a merger of the Company, such Superior Alternative Proposal shall be recommended by the majority of the Non-Gores Directors to the full Board.

  • Upon the last day of the Restricted Period, unless the Company has entered into, and not terminated, a definitive agreement in connection with a Superior Alternative Proposal, the provisions set forth in Section 4.14 of the Series A Purchase Agreement shall automatically terminate and be of no further force and effect.

  • This Agreement may be terminated: (i) by the mutual written consent of the parties hereto or (ii) by any party if the Merger Agreement is terminated for any reason whatsoever other than by the Company pursuant to Section 9.1(c)(ii) thereof in order for the Company to enter into a definitive agreement with respect to a Superior Alternative Transaction.

  • As used herein, a "Superior Alternative Transaction" means an Alternative Transaction in which consideration is received by NexGen or its stockholders for NexGen Common Stock and the consideration for each share of NexGen Common Stock has a greater value than the consideration for each share of NexGen Common Stock determined as of the date hereof to be received by Stockholders of NexGen pursuant to the Merger.

  • If any Debtor notifies counsel to the Consenting Stakeholders, or announces publicly, that any Debtor has entered, or intends to enter, into definitive documentation with respect to a Superior Alternative Transaction, then all obligations of each Consenting Stakeholder under this Agreement shall immediately terminate.

Related to Superior Alternative

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

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • 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.

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Alternative program means a class or environment established within the regular educational program and designed to accommodate specific student educational needs such as, but not limited to, work-related training; reading, mathematics or science skills; communication skills; social skills; physical skills; employability skills; study skills; or life skills.