Superior Bid definition

Superior Bid has the meaning set forth in Section 6.4(d).
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2Sample 3
Superior Bid has the meaning set forth in Section 10.1(b)(ii).
Sample 1Sample 2Sample 3

Examples of Superior Bid in a sentence

  • 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.

  • 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.

  • 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").

  • If the Bankruptcy Court approves a higher and better bid of a party other than and unrelated to Buyer (a “Superior Bid”), in addition to the return of the Escrow Amount, Seller will, upon the closing of the transaction in connection with the Superior Bid, reimburse to Buyer all payments Buyer has made to Exodus and XxXxxxxx, as made since the date of conversion of Seller’s bankruptcy case from a case under Chapter 11 of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code.

  • In addition, if the Company became obligated to make the $150,000 reimbursement and entered into a definitive agreement with the party submitting such Superior Bid within six months and consummated such transaction within 12 months of the termination of the Exclusivity Letter, the Company would be required to pay Parent a $9,000,000 termination fee and to reimburse it for up to $750,000 of its expenses and fees.

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

  • The Exclusivity Letter required the Company to promptly notify Parent of its receipt of any Superior Bid, and the terms thereof, and Parent thereafter had two business days within which to amend its proposal to cause such third party proposal to no longer be a Superior Bid or the exclusivity provisions of the Exclusivity Letter would cease to apply.

  • In the event the Company terminated or abandoned negotiations with Parent due to its receipt of a Superior Bid prior to the end of the exclusivity period, the Company agreed to reimburse Parent within five days of termination an amount up to $150,000 for its reasonable out-of-pocket expenses and fees.

  • 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.

  • Subject to certain conditions, the Exclusivity Letter provided that the Company had the right to terminate negotiations with Parent in the event that the Company received an unsolicited proposal for the acquisition of the Company from another party which in the opinion of the Company's financial advisors was, or was reasonably likely to lead to, a proposal that was more favorable to the Company's stockholders than Parent's proposal (a "Superior Bid").


More Definitions of Superior Bid

Superior Bid has the meaning set forth in SECTION 9.2(B).
Sample 1Sample 2Sample 3
Superior Bid means the Bid for a Company Product that provides the most advantageous terms to the Company as determined by the Applicable Managers.
Sample 1Sample 2
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 proposed bid would result in a superior economic recovery to Sellers’ stakeholders taking into account the conditionality and timing associated with such proposal.
Sample 1
Superior Bid means the Bid for a Product that provides the most advantageous terms to the Company as determined by the Applicable Directors.
Sample 1
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.
Sample 1
Superior Bid. See SCHEDULE 1.3(A);
Sample 1

Related to Superior Bid

  • BC Bid means the BC Bid website located at www.bcbid.ca;

  • Proposal / Bid means the technical proposal and the commercial/financial proposal.

  • 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 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.

  • Buy Bid means a bid to buy Capacity Resources in any Incremental Auction.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Takeover Bid or ‘Bid’ means a public offer, other than by the Offeree Company itself, made to the holders of the Securities of a Company to acquire all or some of those Securities, whether mandatory or voluntary, which follows or has, as its objective, the acquisition or Control of the Offeree Company.

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

  • Tender or Bid means the offer (Technical and/or Financial) made by individual, firm, Company, corporation, or Consortium for the execution of the works.

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

  • Tenderer/Bidder means any persons, partnership firm or company submitting a sum or sums in the Bills of Quantities in accordance with the Instructions to Tenderers, Conditions of Contract Parts I and II, Specifications, Drawings and Bills of Quantities for the work contemplated, acting directly or through a legally appointed representative.

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

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • 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;

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

  • Take-over Bid means an Offer to Acquire Voting Shares or Convertible Securities, if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially Owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, the Voting Shares Beneficially Owned by the Person making the Offer to Acquire would constitute in the aggregate 20% or more of the outstanding Voting Shares at the date of the Offer to Acquire;

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

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

  • 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.

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • 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.

  • approved proposal means a proposal approved or determined under this Agreement;

  • Bidder/Bidding Company means Bidding Company submitting the Bid. Any reference to the Bidder includes Bidding Company / including its successors, executors and permitted assigns as the context may require;

  • Qualified Bidder As defined in Section 7.01(c).