Superior Alternative Proposal definition

Superior Alternative Proposal means an Alternative Transaction Proposal (i) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (ii) that the Company Board determines in good faith, after consultation with legal counsel and its financial advisor (taking into account any changes to this Agreement proposed by Parent in response to an Alternative Transaction Proposal), is on terms and conditions more favorable in the aggregate to the creditors and stockholders of the Company than the terms and conditions of the Transactions (including, for the avoidance of doubt, having taken into consideration the consideration to be received by the stockholders of the Company in the Offer and the Merger, the proceeds to be received by the Company’s creditors in connection with the Transactions, and the likelihood of consummation of the Transactions).
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Superior Alternative Proposal means any Alternative Proposal that provides for (i) full payment in cash of the Superior Alternative Proposal Payment (as defined in Exhibit 2 hereto) concurrently with the termination of the Agreement, regardless of whether the Superior Alternative Proposal is consummated, and (ii) the Non-Gores Board determines is more favorable to the Company’s common stockholders than the transactions contemplated by this Agreement, taking into account all of the terms and conditions of such Alternative Proposal and this Agreement (including any proposal by Gores to amend the terms of the transactions contemplated by this Agreement), as well as the anticipated timing, conditions and prospects for completion of such Alternative Proposal. No-Shop Provision Exclusivity.
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Superior Alternative Proposal means any Alternative Proposal which the Company Board determines, in good faith (after consultation with a financial advisor), is superior, by an amount not less than $5,000,000 (representing the sum of the Transaction Fee plus a minimum increment of $4,000,000), from a financial point of view to the Company's creditors and holders of Company Common Stock, taken as a whole, to the Transactions and reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal.
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Examples of Superior Alternative Proposal in a sentence

  • Ms. Lyn explained that this is the City’s first such request since the adoption of the DCDC earlier this year and the reason for the submission of a Superior Alternative Proposal is because the proposed elevations drawings deviate from the Downtown Core Design Code as follows: 1.Windows that are appropriately sized for the scale and style of the building on which they are located.2.Windows along all streets.3.Doors appropriately sized for the scale of the build façade on which they are located.

  • 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.

  • 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.

  • There is no Class receiving more than a 100% recovery and no junior Class is receiving a distribution under the Plan until all senior Classes have received a 100% recovery or agreed to receive a different treatment under the Plan or had the opportunity to submit a Superior Alternative Proposal.

  • 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.


More Definitions of Superior Alternative Proposal

Superior Alternative Proposal means an Alternative Transaction Proposal (i) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (ii) that the Black Box Board determines in good faith, after consultation with legal counsel and its financial advisor (taking into account any changes to the Merger Agreement proposed by Parent in response to an Alternative Transaction Proposal), is on terms and conditions more favorable in the aggregate to the creditors and stockholders of Black Box than the terms and conditions of the Transactions (including, for the avoidance of doubt, having taken into consideration the consideration to be received by the stockholders of Black Box in the Offer and the Merger, the proceeds to be received by Black Box’s creditors in connection with the Transactions, and the likelihood of consummation of the Transactions). Intervening Events. Notwithstanding anything to the contrary in the Merger Agreement, prior to the Acceptance Time, the Black Box Board may make a Change of Recommendation (other than adopting, approving or recommending to stockholders of the Company (or publicly proposing to do so) a Company Takeover Proposal) in response to an Intervening Event if the Black Box Board has determined in good faith, after consultation with its financial advisor and legal counsel, that failure to take such action would be inconsistent with the Black Box Board’s fiduciary duties under applicable law; provided, however, that prior to taking such action, (i) the Black Box Board has given Parent at least three business days’ prior written notice of its intention to take such action and a description of the reasons for the Change of Recommendation, (ii) if Parent requests, Black Box and its representatives have negotiated in good faith with Parent during such notice period to enable Parent to propose in writing an offer to revise the Merger Agreement in a way that would obviate the need for making such Change of Recommendation and (iii) at the end of such notice period, the Black Box Board will have considered in good faith such binding offer, and will have determined in good faith, after consultation with its financial advisor and legal counsel, that failure to effect a Change of Recommendation would be inconsistent with the Black Box Board’s fiduciary duties under applicable law.
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Superior Alternative Proposal means any Alternative Proposal that provides for (i) full payment in cash of the Superior Alternative Proposal Payment concurrently with the termination of this Agreement, regardless of whether the Superior Alternative Proposal is consummated, and (ii) the majority of Non-Gores Directors determine is more favorable to the Company’s common stockholders than the Transactions, taking into account all of the terms and conditions of such Alternative Proposal and this Agreement (including any proposal by Gores to amend the terms of the Transactions), as well as the anticipated timing, conditions and prospects for completion of such Alternative Proposal.
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Related to Superior Alternative Proposal

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

  • 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.

  • 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).

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

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

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

  • 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.

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

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

  • 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.

  • 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.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

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

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

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

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

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

  • 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.

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

  • 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.

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • 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.

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

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