Superior Bid definition

Superior Bid has the meaning set forth in Section 6.4(d).

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Superior Bid means any unsolicited bona fide written offer made by a third party to consummate a proposal for a sale, spin-off or other disposition or similar transaction involving the Evamist Business and all or substantially all of the Purchased Assets on terms that the board of directors of the Seller determines in good faith, after consultation with its outside counsel and financial advisor, and after taking into account the purchase price and other terms and conditions of such proposal, the legal and regulatory aspects of such proposal and the Person making such proposal, (i) to be more favorable to the Seller’s stockholders than the transactions contemplated by this Agreement and (ii) is likely to be consummated on its terms in a timely manner.

Superior Bid has the meaning set forth in Section 10.1(b)(ii).

Examples of Superior Bid in a sentence

• If Seller, after consultation with its creditor constituencies, determines that a Qualifying Bid (or Bids) (which is not Purchaser's Bid) is the Superior Bid and subsequently consummates an agreement with respect thereto, Purchaser will receive a break-up fee equal to 2.5% of the Purchase Price (the "BREAKUP FEE").

• Seller reserves the right to accept a Bid or Bids which contain a purchase price which is less than the Purchase Price set forth in this Agreement but which, in Seller's sole discretion, otherwise constitutes a Superior Bid.

• Seller shall have the right to aggregate separate Bids for different assets to determine whether one or more combinations of Bids constitute a Superior Bid.

• Any acceptance of a Superior Bid hereunder will not be a breach of fiduciary duties so long as such Superior Bid is a Qualifying Offer (and in no event if the Winning Bid is from Bayer or one of its Affiliates) and no rejection of a Superior Bid hereunder will be a breach of fiduciary duties if such Superior Bid is not a Qualifying Offer.

• Sellers reserve the right to accept a Bid or Bids which contain a purchase price that is less than the Total Consideration set forth in this Agreement but which, in Sellers' sole discretion, otherwise constitutes a Superior Bid.

• Seller and Buyer acknowledge and agree that this Agreement and the Transaction contemplated hereby are subject to Seller’s right to accept a Superior Bid at the auction and contingent upon the approval and authorization of the Bankruptcy Court.

• In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or such party’s successors or assigns, shall be brought and determined exclusively in the state or federal courts of the State of Delaware.

• The Superior Bid will be (i) such Qualifying Offer if the Company does not seek a Third Party Valuation or the QOFMV is determined to be higher than the FMV, or (ii) the Revised FMV Bid if it satisfies the Required FMV Terms.

• If there is any dispute with respect to whether Bayer’s revised bid is the Superior Bid, such dispute will be referred to Baseball Arbitration.

• Upon receipt of all Qualifying Offers or on the expiration of the submission time for the Bidding Process (the “Submission Date”), the Applicable Directors will evaluate the Qualifying Offers and determine which is the Superior Bid and the Winning Bid, if any.

More Definitions of Superior Bid

Superior Bid has the meaning set forth in SECTION 9.2(B).

Superior Bid means the Bid for a Company Product that provides the most advantageous terms to the Company as determined by the Applicable Managers.

Superior Bid means a Successful Bid by a Successful Bidder that the boards of directors (or similar governing bodies) of Sellers has determined in the exercise of their fiduciary duties is superior from a financial point of view to the bid represented by this Agreement (taking into account any Liabilities to be assumed in connection with such bid), which determination shall take into account, among other considerations, whether such

Superior Bid means any unsolicited bona fide written offer made by a third party to consummate a proposal for a sale, spin-off or other disposition or similar transaction involving the Evamist Business and all or substantially all of the Purchased Assets on terms that the board of directors of the Seller determines in good faith, after consultation with its outside counsel and financial advisor, and after taking into account the purchase price and other terms and conditions of such proposal, the legal and regulatory aspects of such proposal and the Person making such proposal, (i) to be more favorable to the Seller's stockholders than the transactions contemplated by this Agreement and (ii) is likely to be consummated on its terms in a timely manner.

Superior Bid. See SCHEDULE 1.3(A);

Superior Bid means the Bid for a Product that provides the most advantageous terms to the Company as determined by the Applicable Directors.