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).
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2
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.
Sample 1

Examples of Superior Alternative Proposal in a sentence

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

  • Paragraph5.1.2 shall apply again if the Alaris Board receives a subsequent Superior Alternative Proposal /s (whether or not from a new offeror).

  • Upon the payment in full of the Superior Alternative Proposal Payment in accordance with the terms and conditions of Exhibit 1, all of Gores’ existing Preferred Stock (old and new), Common Stock and Warrants will be cancelled.

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

  • 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.

  • 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.

  • My approach is to minimize the sum of squared errors in the following equation: (3  2)pik J  Mj 1ji (qik, qTkik,ji, p F )SF(qik, qTk,ji F, pjik)  eikThe subscript i represents the zone i, j indicates the fuel j, and k is the number of the observation.


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.
Sample 1
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.
Sample 1

Related to Superior Alternative Proposal

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

  • 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.

  • 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 offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Change Proposal means a proposal (in the standard form) for any alteration of, or addition to, or omission from, the Contractor’s Brief or any change in the design, quality or quantity of the Works put forward by the Contractor or the Commercial Officer;

  • 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 offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • 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 determined 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.

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

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • Integration Proponent means in relation to an Integration Agreement, “the Company” or “the Joint Venturers” as the case may be as defined in, and for the purpose of, that Integration Agreement;

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • 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 specified in Section 8.2(b).

  • 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).