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 Xxxxxx Xxxxxxx) 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 that the alternative proposed will improve the utility, aesthetics, access to light and air, open space, safety or anything of similar benefit to the general public or residents of the site. The determination of what constitutes a Superior Alternative in any given case shall be a legislative determination within the sole discretion of the Board of Commissioners. This determination by the Board of Commissioners may not be appealed to the Board of Adjustment.
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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 Xxxxxxx, Sachs & Co. and Xxxxx Xxxx & Xxxxxxxx, 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

  • Section 15126.6(e)(2) of the CEQA Guidelines indicates that an analysis of alternatives to a project shall identify an Environmentally Superior Alternative among the alternatives evaluated in an EIR.

  • In compliance with CEQA and the CEQA Guidelines, the alternatives analysis also included an analysis of a No Project Alternative and discusses the Environmentally Superior Alternative.

  • The CEQA Guidelines also state that should it be determined that the No Project Alternative is the Environmentally Superior Alternative, the EIR shall identify another Environmentally Superior Alternative among the remaining alternatives.

  • Specifically, the following mitigation is imposed upon the Modified Redesign/Environmentally Superior Alternative to ensure a less than significant impact.

  • Environmentally Superior Alternative: The Draft EIR, as required by CEQA, determined that Alternative 1A is the environmentally superior project.

  • As required by CEQA, however, a second alternative shall be identified when the “no project” alternative emerges as the Environmentally Superior Alternative.

  • By Decision (D.) 09-12-044, issued on December 24, 2009, the California Public Utilities Commission (Commission) granted Southern California Edison Company (SCE) a Certificate of Public Convenience and Necessity (CPCN) to construct Segments 4 through 11 of the Tehachapi Renewable Transmission Project (the Project), using the Environmentally Superior Alternative, and subject to the mitigation measures and other conditions the decision adopts.

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

  • Therefore, this alternative is considered the Environmentally Superior Alternative of the development alternatives.

  • CEQA requires the identification of an Environmentally Superior Alternative; an alternative to the project that has no significant effect or has the least significant effect on the environment while substantially accomplishing the objectives of the project.


More Definitions of Superior Alternative

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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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 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.

  • 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 non-disciplinary monitoring or practice remediation process approved by a physical therapy licensing board. This includes, but is not limited to, substance abuse issues.

  • Solar alternative compliance payment or "SACP" means a

  • Less restrictive alternative means court-ordered treatment in

  • Value engineering change proposal (VECP means a proposal that--

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • 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.

  • 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).

  • Intent-Based Replacement Disclosure means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem or purchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within 180 days prior to the applicable redemption or repurchase date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock”, the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

  • Capital Replacement means the replacement of those items listed on Exhibit F.

  • Less restrictive alternative treatment means a program of

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

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Major Decision means:

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Replacement Award means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or business acquired by the Company or with which the Company, directly or indirectly, combines.

  • Exit Facility Term Sheet means the Exit Facility Term Sheet attached as Exhibit 2 to Exhibit B of the Restructuring Support Agreement.

  • Alternative method means any method of sampling and analyzing for an air pollutant that is not a reference or equivalent method but that has been demonstrated to the satisfaction of the commissioner and the U.S. EPA to, in specific cases, produce results adequate for a determination of compliance.

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

  • Major Decisions shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided that at any time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean:

  • Change Proposal means a proposal for a Change Order submitted by the Design/Builder to the Owner, either at the request of the Owner, or at the Design/Builder's own initiative.

  • key decision * means an executive decision which is likely to: